We're Not In Kansas Anymore
by DR. COFFIN
Summary: Alternate Universe. Set during the movie, another freshman is about to join Sky High, but how much of a difference can one boy make, especially from a hick town called Smallville? ClarkLayla, WarrenLana, WillGwen
1. Chapter 1

Hi Everybody!

I came up with this story while reading one called "Beyond the Limit" by Jay and Kayla, which tells of teen members of the Justice League and some of their future enemies going to Sky High the same time as the Commander and his generation (which is pretty funny). I even noted how I could see Tom Welling and Michael Rosenbaum as Clark and Lex in the "Power Placement" scene.

Then it happened.

I've never seen many episodes of Smallville (I'd gotten my fill of teen angst super heroics from Buffy the Vampire Slayer at the time) but I started thinking "what if Clark was a freshman with Will and the gang during the movie". Before I knew it, the thing started writing itself, but I had to put it off until I finished "Crush" and another storyline I was working on.

Like I said, I've never seen many episodes of Smallville, and I've tried to piece together what happened in the first season and the beginning of the second (after the tornadoes incident) so that I could try to put that into the story. All you hardcore Smallville fans out there PLEASE keep that in mind while reading this so if there are continuity errors you'll know they are honest mistakes by someone just wanting to tell a good story.

You'll also notice I've mixed in a few other characters from the DC and Marvel universes (most just mentioned in passing for effect).

Now we open on our story. Clark's sophomore year in high school is about to begin, but a mysterious visitor has arrived at the Kent farm with an offer they can't refuse.

**"We're Not in Kansas Anymore"**

**Chapter 1**

"**Strange Visitor From Another Town"**

Jonathan Kent didn't know what to think when he had gotten the phone call. Someone claiming they had important information that would be beneficial to the Kents, and Clark in particular, had arranged to come and speak with the family about the benefits that could be provided for the boy's future.

Jonathan had been through too much already with people sticking their noses into his family. First Lionel Luthor using Clark's adoption to get Jonathan to talk the Ross family into selling their chemical plant to Luthor, then the crooked cop threatening to expose Clark's powers, and now this. The difference was this man hadn't threatened…he had actually sounded like he meant to help. Only time would tell.

Now as Jonathan and Martha awaited the arrival of their mysterious visitor, Clark came down the stairs. He didn't know why his parents looked worried, but he would stand by what they decided, no matter what.

Outside a very nice looking rental car pulled up and stopped. Out stepped a tall older man looking very dapper in a dark suit with his graying blond hair swept back and glasses that made him look like a schoolteacher. He carried a briefcase with him as he came and knocked on the door.

"Hello, Mr. Kent," the man said with a slight British accent and a charming smile, "it's a pleasure to finally meet you in person."

Jonathon had to grudgingly admit to himself that the man seemed friendly enough, but so had Lionel until the devil came to collect his due.

"Come in Mister…"

"Pennyworth," the man smiled, "but you can call me Alfred."

* * *

"…and there you have it," smiled Alfred as he finished his presentation. 

The Kents were astounded.

Alfred had brought a briefcase full of documentation on everything that could possibly prove Clark's powers, including photographs and theories supplied by known scientists as to how his powers worked and what applications they could be used for. His strength and invulnerability, his speed and x-ray/heat vision were all there for the world to see. This was in addition to reports of the "meteor freaks" and monsters that had been plaguing the area as well, and each report covered how Clark had stopped them.

"What does all this mean?"

"It means," smiled Alfred, "that your son has been gifted with these powers for a purpose, and that purpose is to aid humanity through the dark times ahead. Clark is, for all intents and purposes, a super hero."

That was a term that had never been used around there before. Of course super heroes existed, but they were in big cities like Maxville or Gotham, never out in the Midwest.

"So what has all this got to do with anything?"

"As I stated over the phone, I represent the Wayne Foundation, a philanthropic organization that is dedicated to helping those with…certain needs…attain their full potential. What we would like to do is sponsor Clark for enrollment in a special academy designed to enable him to fully learn the extents and uses of his powers as well as provide him with an education that cannot be matched by even the most exclusive of private schools."

Alfred turned his full attention to Clark, whose mind was awhirl with what was going on.

"My boy, you will be around others your own age, with powers and abilities they too want to learn to use. There is no need to hide what you can do, to relax and be able to focus on doing what I can already see you want to do, and that is help people."

"And your saying you will pay for this?"

"Actually," said Alfred, "my employer Bruce Wayne is already sponsoring several others whose parents could not afford the rather large but totally necessary fees to attend this fine institution. Everything is top of the line. A few of the teachers and classes are a little unorthodox, but for the most part the student body is no different than any other."

"Except for flying…heat vision…" said Clark.

"Invisibility, walking through walls, reading minds, you name it," smiled Alfred, "that is where the real fun comes in."

"But what's the catch?" asked Jonathan, waiting for the other shoe to drop.

"Well, I'm afraid Clark would have to repeat the freshman year, but luckily many of his credits from here in Smallville High will transfer without a problem. He will need to start learning the basics on dealing with his powers and such, but I'm sure with the "in the field" experience he has had, he will pass those with flying colors."

"He'll have to leave home though," said Martha, not quite ready for her son to leave the nest yet.

"On the contrary. Transportation both to and from the institution is ready and available as needed. One quick phone call and Clark could have a ride the first day."

Clark did not know what to think. This was too good to be true. To be around other kids that could do things like he could…or things he couldn't. No more having to sneak around to cover his tracks, hiding in fear of being detected if he needed to lift a car or use his speed. But then there were his friends…Pete, Lex, Chloe and Lana. Especially Lana. To not see them every day would be hard, but then Alfred had said he would be home in the evenings and on weekends.

What did he have to lose?

"Mom…Dad," he finally whispered, "I'd like to do this."

Both of his parents understood. This was a golden opportunity for their son, and they knew that another like it would never come again.

"So, what is the name of this "great institution"?" Clark asked.

"Sky High," answered Alfred.

* * *

It was the first day of school, and Clark was nervous. This was going to be a new experience for him as nearly all the other beings with powers he'd encountered had been psychos and monsters trying to kill him or someone he loved. 

According to Alfred these were the children of super heroes going to this school to learn to use their powers to help rather than harm.

In the distance Clark saw what looked like an ordinary yellow school bus pull up. This couldn't be the ride to Sky High, could it?

The door opened and a rather plump though friendly woman in a uniform called out to him; "Are you Clark Kent?"

Clark nodded his head, and approached the bus.

"Jump on in sweetie," smiled the lady, "we've got a schedule to keep and I want to get there to see if Ron Wilson can keep from crash-landing his bus this time."

Clark got on and was surprised to see quite a few kids already there. He sat by himself near the bus driver as the bus started up the road, and was looking at the other kids who were already checking him out. A couple of the girls were whispering to each other as they pretended not to look at him, and Clark blushed when one looked right at him and they both started giggling.

"Aw, don't let them bother you," said the kid sitting behind Clark, "they've been scoping on all the guys."

The speaker was a kid smaller than Clark, with a shock of red hair and an easy smile. He was wearing a red t-shirt with a yellow lightning bolt emblazoned on it.

"Name's Wally," grinned the kid, "Wally West. And you're…"

"Clark Kent," said Clark, catching the boy's infectious grin, "this your first day too?"

"Yeah," said Wally, "but I could get to school faster if it wasn't…you know." He pointed straight up for effect.

"Know what?" asked Clark, genuinely puzzled.

"Hang on kids," yelled the bus driver as she threw a series of switches Clark hadn't noticed before.

Suddenly straps shot down and around every kid, holding them securely in place. Clark had heard all the reports of schools wanting to implement seat belts on school busses, but this seemed a bit extreme until he noticed where the bus was headed.

Right over Henderson Gorge.

Clark started to go into automatic "rescue mode", not caring if his cover was blown, but then he remembered he didn't have one with these kids…they ALL had powers. So what was…?

There was a series of mechanical sounds, followed by a roar of engines as huge rockets popped up from nowhere on the back of the bus while wings unfolded from the sides as the bus flew over the cliff and into the air like…well, a rocket ship.

Clark was absolutely stunned. He never imagined that THIS was how he was getting to school. No wonder he would be home by the late afternoon. While all the other kids were yelling and laughing at the impromptu aerial roller coaster ride, all Clark could do was look at the sky and the earth below through the clouds. It was a sight he wished would never end. How wonderful would it be to have the power of flight…he thought he'd gladly trade any of his other powers…maybe all of them…to be able to fly.

His thoughts were soon interrupted by the bus driver's voice over the loud speaker.

"Here we are kids…Sky High!"

Clark looked out the front window and saw several other buses had joined with his to form almost a flight of the strange vehicles as they descended towards what looked like a huge island floating in the sky. On it sat a series of futuristic buildings that had to be the school. He had never imagined something so spectacular.

The buses descended and each landed safely to unload the kids. Clark was almost numb with excitement at not only what he had seen, but also now what was going on around him. There were kids everywhere heading into the school, with some actually flying! He saw the last bus descend with a loud thump and winced. That had to be the bus driver he had heard his talking about.

"Come on," said Wally, "they want all us freshmen in one spot."

Clark and some of the other kids followed Wally to the group that got off the last bus, and they joined in with them. Clark looked over the other new kids, but his eyes were especially drawn to a beautiful red-haired girl in a green top and blue jeans. She was absolutely gorgeous, and Clark barely noticed the wind from a sudden blur that surrounded the group.

Suddenly the wind stopped, and a large heavy-set kid appeared.

"Attention freshman," he bellowed as another kid, a tall skinny one with unruly black hair, literally sprung down the stairs like a human slinky to join his friend.

"I'm Lash, this is Speed," he said, "as the welcoming committee we'd be happy to collect the fifteen dollar new student fee."

A hand stretched out about seven feet to stop in front of one of the kids.

Clark knew a shakedown when he heard it, and was about to say something when he heard Speed yell.

"Hey, where's my hat?" he asked, looking totally dumbfounded.

A whistle drew his attention and that of everyone else. Wally was standing there wearing Speed's hat just like he'd had it on.

"Hey big boy," grinned Wally, "is this yours?"

"What the…how did…" Speed had not seen what happened, nor did he when his hat reappeared on his head. Even Lash looked surprised, and the other kids started laughing, even Clark, who had seen Wally move even faster than Speed had, first grabbing his hat then putting it back on him.

"Oh you think you're FUNNY freshman?" Lash said, starting to get a mean look in his eye, "let's see you try…mmpphh"

That was as far as Lash had gotten when Clark did as Wally had done at super speed, only he had pulled the hood of Lash's sleeveless hoody up, pulled the drawstrings tight so only Lash's rubbery lips were sticking out, then tied it in knot. All of this in one one-hundredth of a second.

"Alright you two, knock it off," said a gorgeous girl walking up to Speed and Lash, "get out of here before you make bigger dummies of yourselves."

The two did as they were told as the girl turned to the group. Lash kept slapping Speed's hands away as he was trying to untie his friend's hood for him.

"Sorry about that," she said with a dazzling smile, "I'm Gwen Grayson, the student body president…"

Clark wasn't really paying attention to her. Sure, she was cute and seemed nice, but once again he found his eyes drawn to the even cuter redhead in the group. She in turn was looking at a skinny boy who was apparently enwrapped with every word coming from Gwen's mouth. Clark made an effort to move closer to her and found himself standing beside a tall skinny kid dressed in white and yellow and a cute asian girl in purple and black. He smiled at both of them, and they returned his greeting.

Gwen finished her speech and the group started following her. Clark overheard the skinny boy say, "what about falling off the edge?" He realized he should have been paying attention too, but that was something to worry about later.

"Cool move with the hoody," Wally whispered to Clark, "I was gonna pants him."

They ended up in a large gymnasium and were greeted by a dazzling ball of energy that landed on the podium and took the form of a lovely lady with black hair and a dazzling smile, dressed in a white dress suit.

Clark was sure she was familiar, but he could not quite remember where he had seen or heard about this woman before.

"Greetings everyone, and welcome to Sky High," she smiled, before she was interrupted by a boisterous impromptu school cheer from both the tall yellow and white boy and Wally. Both quickly quieted and looked sheepishly at her as she raised one eyebrow and had a look on her face like she wasn't sure whether to scold them or approve of their enthusiasm.

"My name is Principal Powers," she continued, "and on behalf of the faculty I'd like to welcome you all here. Here your journey into the future begins as you start on the road to your own careers of super heroics. First you will all undergo power placement, then be sent to your assigned classes. I look forward to getting to know each and everyone of you."

Power placement? What was that?

"Sounds fascist," said the cute redhead.

"It determines if you get the hero track or the loser track." Said the asian girl.

"There's a LOSER track?" The skinny kid looked like he needed to sit down before he fell down.

"I believe the term is "hero support"," said a short boy with glasses.

Clark found himself agreeing with the redhead, Layla was the name on her nametag. What did it matter as long as someone had powers and wanted to help people?

"Comets Away!" shouted Principal Powers as she spun back into the energy sphere and flew around the group before flying out the main entrance as a hole in the floor opened up, revealing a rising platform with a tall, rather dour looking man in traditional gym teacher attire standing on it.

"Alright everyone," said the man, "my name is Coach Boomer. You may know me as Sonic Boom…or you may not."

Clark did. As an avid super hero fan he had heard of the Sonic Boom who had worked in Chicago for a few years, fighting the likes of Blowhard, Sportsmaster and the old Capone style gangster Hammerhead.

"I will determine whether you are a hero or a sidekick. My word is law. My judgment is final…and there will be NO "whiner babies". Am I clear?"

Everyone answered "yes sir", even Clark.

"I said…AM I CLEEAARRR!"

The blast from Boomer's voice made everyone but Clark step back, and he wondered if Boomer was doing it as a sign of intimidation or if he was just showing off.

"You," said Boomer, pointing right at Clark, "you first. Up here."

Clark swallowed a lump in his throat and felt his stomach drop down to his shoes at the same time. He had NEVER displayed his powers in public with an AUDIENCE. He climbed the steps up to the platform and stood next to Boomer, shyly looking out at the other kids.

"Well?"

"Well what, sir?"

"Are you going to do something or just stand there looking pretty for the girls?"

"Oh…well…what would you like me to do?"

"Just stand still," Boomer grinned with a malicious glee that would rival Lionel Luthor as he hit a button on a small remote and said "car".

"What…" was as far as Clark got before an old mid size car on a steel spring shot down from the ceiling and landed on him with a thunderous smash. Rather it landed AROUND him as his body smashed through the rear of the engine block and the entire dashboard, including the steering column.

Everyone gaped, even Boomer, as Clark stood there surprised but totally unhurt. Not even his hair had been mussed from the impact.

"I'm sorry sir," Clark said sheepishly, "was I supposed to CATCH that or something?"

"Yeah," mumbled Boomer, "or something. Well let's…"

A screeching of metal cut Boomer off as Clark bent the twistedcar bodyout of his way to get out of the wreck. He could have simply walked right through it, but he didn't really want to show off. Once he got out he decided to finish cleaning up his mess and proceeded to crush the car down, engine block and all, into a manageable size.

"I'm sorry sir," he said, lifting the block of metal with one hand like it was only a pail of water "is there someplace I can put this? I'd really hate for it to leak oil in your gym."

"Yeah," sighed Boomer, "there's a dump site out back where we put stuff before we dispose of it in the main disintegrator unit. Just go out those doors, hang a right and…"

Clark was already back from the dumpster. With him was a cardboard box loaded with aluminum cans and glass bottles he'd found there as well.

"I'm sorry I took so long sir," said Clark, "but I noticed all these recyclables out there and I was sure the school didn't want them destroyed when they can be reused."

"Uh…yeah," said Boomer, "look kid, before you do something else like fly around the world backwards and make time reverse itself I'm giving you my judgment; Hero!"

Everybody cheered, and Clark turned red with embarrassment. He walked off the platform with his head down, but acknowledged the cheers and pats on the back he got from the other kids with humble thanks. He admitted to himself that it felt great to use his powers without worrying about exposure or being thought a freak.

He noticed Layla was looking at him, and she gave him a friendly smile and wave. He returned it shyly, feeling his heart beat harder just from that than from the entire demonstration. He also saw the skinny boy with Layla was looking at him with an alarmed look on his face. The kid already seemed the nervous type, and apparently Clark's routine had only made him worse. Or was Layla his girlfriend or something?

"Way to go C.K.," Wally whispered to Clark, "that should make Stronghold sit up and take notice."

"Stronghold," asked Clark, "who's that?"

"Over there," said Wally, indicating the skinny boy, "that's Will Stronghold, the son of the Commander and Jetstream."

Clark was really impressed. The Commander had always been his favorite hero growing up, and he had always sought to emulate him with his strength and invulnerability. To not be ten feet away from the son of his idol made Clark have to fight off an attack of the "stupid fan boy" urges. He had so many questions for Will, but he knew they could wait for later. Right now he wanted to see what everyone else could do, especially Will, as he could probably outdo Clark in the strength department without even trying.

Clark watched the other kids demonstrate their powers with total fascination; one kid could copy anyone, another turned into a big rock monster that caught the second car Boomer dropped from the ceiling; Clark was relieved to see that they had an extra as he felt bad about trashing the first one, even accidentally. One boy showed he could grow two extra pairs of arms, and Clark thought how his mom would probably wish she could do that. All these were made heroes.

But there were others with powers Boomer relegated to sidekick. The little boy with glasses could melt, the cute asian girl turned into a guinea pig and the tall boy with her claimed he could glow. Clark thought turning into a liquid form could be a very useful power, he liked guinea pigs, and he had to use his x-ray vision and saw that, sure enough, the one kid DID glow. Thankfully he was just bioluminescent and not mildly radioactive.

Clark didn't understand this assigning into groups. Sure, it made sense to know what each other's powers were to give everyone a bonding experience and learn what they could do, but this whole "hero" and "sidekick" labeling wasn't right.

When Layla abstained from using her power as she felt it should be used only when needed, Boomer promptly labeled her a sidekick, which was totally wrong to Clark. Suppose Layla had a great power, or even a bunch of powers like Clark, and she was given this stupid label simply because she didn't want to show off? Clark felt ashamed of how he had acted earlier in his own placement, and was sure she probably thought he was a jerk. He should have been as brave as she was.

"That's lunch people," said Boomer, "we'll pick up afterwards…starting with YOU." The last part he said ominously as he glared at Will Stronghold, who looked like he was on the verge of fainting.

Clark had brought his own lunch with him, so all he had to do was find a seat. He saw Wally was sitting with the other hero status kids and had them all laughing with his jokes. He motioned for Clark to join him, but Clark indicated where he was going to sit, and when Wally saw Layla, he grinned and gave Clark a thumbs up sign and mouthed "good luck".

"Hi," Clark said to the group that included Will, Magenta, Zach and Ethan, "can I sit with you guys?"

"Sure dude," piped in Zach, "always room for a hero here."

"I'm not a hero," Clark said, "Layla's the hero for standing up like she did. And I don't care what anyone else may say, I think all your powers are cool."

This seemed to instantly win everyone over, except for Will, who had that nervous look on his face again.

"Is it just me," he said, "or is that kid REALLY staring at me?"

Everyone looked to see a tall, dark-skinned young man with shoulder length black hair with red streaks sitting behind Will, looking at him. Clark could see why Will was nervous; the kid was dressed in leather and denim that had a strange scorched look to it, and while he LOOKED dangerous, there was something about him that Clark found strangely familiar.

It was his eyes. Sure he was looking at Will, but he wasn't glaring. It was as if he was studying him like he wanted to come up and talk to him or something. But there was a haunted, sad look to those dark eyes that Clark knew all too well. It was the same look he had always seen in Lex's eyes.

"Dude," whispered Zach "that's Warren Peace."

"THAT'S Warren Peace?" answered Layla, acting like she had heard the name before.

"All I know is his mother is a hero and his father is a super villain…Baron Battle."

Clark almost whistled in response. As a fan of the Commander he knew all about Baron Battle, at least what he'd read in comics and seen on television news shows. Battle was the Commander's greatest foe, a brilliant mastermind as well as a powerhouse when it came to super abilities. Battle was now in prison for a sentence that virtually guaranteed he'd never get out again.

No wonder Warren had that look in his eyes. Lex's dad Lionel was a creep and a villain in his own right, but Baron Battle was in a class with only a handful of others that included Dr. Doom, Magneto, and Ra's Al-Ghul. Clark couldn't begin to imagine what he had been through in his young life.

"Is he still looking?" Will asked.

"No," replied Layla.

"I THOUGHT you said he WASN'T looking." Will said through teeth gritted in near fear.

Clark thought it was funny, but he saw Will was just more pensive.

"Relax Will," said Clark, "I think you'll do great in power placement this afternoon."

"That makes ONE of us," Will half-whispered.

Now Clark was getting a very bad vibe from Will. Something was definitely wrong.

But he was sure everything would settle down after Will got his "hero" placement.

To be continued.

**Next: Clark gets into his first fight at school, gets detention, and makes new friends!**

I did see part of the episode with Wally "Flash" West in it, and I just thought I'd throw him in for giggles as well, even though it wasn't the first season. If there were any other super kids that appeared in the first season and could be heroes in training, let me know.


	2. Chapter 2

**We're Not in Kansas Anymore**

**Chapter 2**

**Firefight**

"WHERE'S YOUR SIDEKICK, SIDEKICK!" roared Warren Peace as he stood atop the blasted cafeteria table under which huddled the terrified Will Stronghold. The entire cafeteria looked like a war zone due to Warren's rampage as he had hurled fireballs blasting everything around him as he stalked Will.

Warren then stood tall, raising his brawny arms that exploded into even greater flames as a half-sneer crossed his face. He looked like he was getting ready to explode, possibly destroy the entire cafeteria and everyone still in it including Will's friends Layla, Zach, Magenta and the puddle that had been Ethan, who had fainted when Warren glared at him. But he seemed to hesitate.

"LEAVE THEM ALONE!"

A blur shot across the cafeteria and slammed into Warren, carrying him into the far concrete wall with a thunderous impact.

Clark stood up, breathing heavily. He had been across the campus when he had heard Mr. Boy, one of the teachers, yelling for Principal Powers that there was a fight in the cafeteria. When Clark then heard the explosions and saw the students fleeing, he knew it had to be bad to scare super powered teens, and he arrived just as it looked like Warren was going to incinerate Will and everyone else.

Clark was about to see if Warren was okay when he suddenly opened his eyes and jumped up, snarling.

"You think I can't take a hit, plowboy?" Warren growled, then his fists burst into flames and he slammed back into Clark, the impact knocking him through a couple of tables.

Clark was surprised, as he had never been hit like that before. It was obvious there was more to Warren Peace than simple pyrokinesis, but Clark didn't have time to ask as Warren charged him.

"This Saturday, you say?" asked Mr. Medulla, suddenly interested in Coach Boomer's proposed plan for a double date with a certain hotty and her evil twin.

"Medulla, you dog," grinned Boomer as he slapped his friend on the back.

The conversation between the two ended as Warren slammed through the wall of the teacher's lounge and into a main support column, breaking it in half. Without hesitating he pulled himself from the wreckage and stomped back out through the hole.

"HEY, COMMANDER JUNIOR," bellowed Warren, "I'M NOT DONE WITH YOU YET!"

Clark winced at both the threat and Warren's continued attack. He knew the threat had also been an insult aimed at Will Stronghold, who had washed out of power placement and relegated to sidekick status. A lot of the kids had started gossiping that maybe Clark was going to be the next Commander, and neither Clark nor Will liked the insinuations behind it.

Warren roared like a dragon as nearly his entire upper body burst into flames, the heat of which was singeing the concrete and melting the plastic within ten feet of him. Even Clark had to shield his eyes from the brightness of the flames and a sinking feeling was starting in the pit of his stomach; it seemed the madder Warren got the more powerful he became.

"Great," thought Clark, "he must be related to the Hulk on his mother's side."

Clark was ready to launch himself across the room at super speed and tackle Warren to hopefully carry him out of the building before he set the entire place on fire when he heard someone yell his name.

"Clark," yelled Layla, "catch!"

Clark saw a small fire extinguisher flying through the air towards him and chided himself for being so stupid. Of course, that was the way to do it. He caught it with one hand, swiftly pulled the pin and blasted the charging youth, who looked like a two-legged inferno until the extinguisher's foam hit him in the face, both dousing his flames and choking him. Clark didn't let up until he emptied the entire extinguisher over Warren, who sat on the floor and gasped to catch his breath.

Breathing heavily himself, Clark was making sure that Warren was only stunned and not hurt when he looked up to see Principal Powers standing over the two of them with a very disapproving look on her face.

* * *

Clark and Warren both sat in the old fashioned wooden desks in the sterile, white-walled room as Principal Powers spoke to them. 

"I'm sorry it has come to this boys," she said, "but the two of you will remain here in the Detention Room until I contact your parents and explain what has happened. I must say I am deeply disappointed in you both for such behavior. Clark, I had heard such glowing reports about you, and Warren…trying to live down your father's past is not something to waste your time and talents on, especially this way. And don't get any ideas of keeping up your squabble…the Detention Room neutralizes ALL super powers."

Once she was gone, Clark looked over at Warren, who sat with his head down like he was a condemned man on death row. Clark had been going over in his mind what he had seen from the moment he entered the cafeteria and saw Warren atop the table up to now.

"You weren't really going to hurt him, were you," Clark said it as a statement, not a question.

"What?"

"You could have burned him anytime…you could have burned everyone there…but you didn't. You even hesitated before I got there. I saw it. I couldn't have gotten to you in time if you hadn't."

"Maybe I was just enjoying the fear in their eyes."

"No, you weren't. You caused a lot of damage in the cafeteria, but you're too powerful and have too good an aim, especially in that small an area, to have missed unless you wanted to."

"I was playing with him, farm boy. What's it to you?"

"That's the second time you've let on you know where I'm from…that I grew up in the country. How do you know?"

"I've heard about you, "Commander Two"," snarled Warren, "the whole freaking school is talking about you."

"They talk about you too," said Clark, "but what I've heard is nothing. You've got this bad reputation, but nobody can confirm any of the rumors I've heard of you. All I do know is about your dad, and how the Commander put him away."

"Nobody talks about my father," said Warren, his eyes narrowing dangerously.

Clark realized that Warren's situation was almost identical to Lex's. Both were the victims of their respective father's infamy. Both were judged instantly as evil and dangerous even though they had never done anything to anyone themselves to warrant such treatment. Even as Warren glared at him Clark could see the pain in his eyes, and knew he couldn't hate him.

"That's fair," said Clark, "I don't want to either."

It was quiet for a couple of minutes before Clark spoke again.

"How old were you when it happened?"

"When what happened?"

"When the Commander…when your dad was taken away."

Warren paused before he answered. Nobody had ever asked him that before, and especially phrased it like that…that Baron Battle had been taken from his family against his will…dragged away in chains in front of his wife and little boy.

"None of your business," answered Warren, trying to toughen up against the probing questions.

"I lost my dad…both my real parents…when I was about four," said Clark.

He knew it was a risk to open up to Warren like this, but it was one he was willing to take. He had learned more about Warren Peace in the last hour than in the past couple of weeks around Sky High, asking questions of everyone who might know anything, but avoiding the two thugs Speed and Lash. Clark really didn't want to have to show them what a mistake they would be making if they tried to give him a swirly in the boy's room.

Clark watched Warren's reaction and, though he tried to cover it, there was a faint flash of sympathy in those pain filled eyes. Clark knew he had to make himself vulnerable if he wanted to draw out the real person hiding behind all the leather, denim and fire.

"I'm adopted," Clark said, "and I love my parents very much…it's just…I can't help but wonder what my real parents were like. What they would think of me now."

"What, that you're sitting in detention for getting into a fight which was none of your business?"

"No," answered Clark, "for saving someone not guilty of whatever his father did from someone who was going to make a horrible mistake."

Warren didn't know how to respond for a moment, but he finally spoke, "What do you care?"

"I just do," Clark shrugged, "we're supposed to be training to be super heroes here, and I always thought the main thing was about caring…for everybody and everything."

"That's a crock," said Warren, "take a look around you, farm boy, do you see anyone else caring around here? Nobody lifted a finger to try to stop me until you showed up. I probably could have burned the place down without any of those little punks out there doing anything but watching or running away screaming."

"They're still just kids," said Clark, "I'll bet a lot of them haven't seen any type of action before like we have. It's one thing to see it on TV or hear about it from you parents, but when suddenly it's in your face…that's something else. Besides, I saw somebody standing up to you."

"Stronghold's little geek squad," snorted Warren, "yeah, like THEY could do any good."

"They did stand up to you," smiled Clark, "I think that says they're not geeks. Besides, they're my friends too."

"Friends with sidekicks?" Warren sneered, ""you must be hard up."

"Now you're doing it."

"Doing what?"

"Judging someone just on appearances…on what the majority thinks. I would have thought you of all people would know what that's like."

"You don't know ANYTHING about me."

"You'd be surprised at what I can guess," said Clark, "I can guess that you're not the big, bad punk all the time. I can guess you've had it hard being judged by others because of your dad and not for any of the good your mother has done. None of the other heroes let their kids play with you because you were a "bad seed", so you don't have many friends unless they're civilians who don't know about your powers or identity and you're scared that if they find out that they'll abandon you."

"Gee "Dr. Phil"," responded Warren, his voice thick with sarcasm, "and how did you get to be the expert on all this?"

"Two ways," said Clark, "until I came here all my friends were normal people…I had to constantly hide my powers from them even though there were times I needed to save someone or stop some psycho or monster. Besides, one of those friends is in the same situation you are…everyone judges him for what his father has done even though he tries to do good. Every time I look at you, I see him too."

Warren was trying to keep his defenses up, but Clark could see he was getting through to him.

"Just don't get between me and Stronghold," snarled Warren, "or I'll roast you both alive."

"Then you better start now," said Clark, not backing down one bit, "because I'll ALWAYS be between the two of you…or anyone else that tries to hurt him, my other friends…even you."

"I don't need your help," said Warren.

"No, you're pretty tough," said Clark, "and I won't deny it. But I want you to know that I've always got your back, even if you don't think you need it."

"What are you, retarded? I just tried to barbecue you, you stupid hick."

"I'm not taking it personally," smiled Clark, holding out his hand for Warren to shake, "why should you?"

The look on Warren's face was priceless. He was totally confused by what Clark had just said; he not only didn't hold a grudge, but was also actually extending an offer of friendship.

Warren did the first thing that came to mind.

He slugged Clark, knocking him out of the desk.

Clark was surprised, even momentarily hurt, but then he realized what had to be done. He got to his feet to see that Warren was standing and removing his leather jacket, and at that moment Clark lunged into him, slamming him into the wall.

* * *

In her office Principal Powers was making the last of the three phone calls she needed concerning the incident in the cafeteria. She had already spoken to the Kents and Warren's mother, and was now speaking to the one person ultimately responsible for what had happened. 

"Yes Mr. Wayne," she said, still finding herself smiling though she knew he couldn't see her…he just had that charm about him, "that's the closest estimation of what it will cost to have the repair work done. I'm glad you see things my way…hopefully this will be the only time."

They chatted for a few minutes before they ended their conversation, and Principal Powers left her office to go check on the Detention Room. When she got there she opened the door and was shocked by what she found.

The wooden desks had been thrown about, with a few broken, and there were marks on the walls where they had been thrown.

Against the far wall Clark and Warren sat on the floor, side by side. Their clothes were torn and they were covered with scratches, sweat and fast forming bruises. Clark was bleeding from a busted lip, and Warren had the makings of a bad black eye.

They were also both laughing.

Principal Powers quickly recovered from her initial shock, and folded her arms as she raised one eyebrow and shook her head. She could only express her feelings with one word.

"Boys."

* * *

Clark was very sore and hurting as he sat in the library for study hall after he left the nurse's office. Even though his powers returned the instant he stepped out of the Detention Room, it would take a little time for his physiology to fully heal. A good night's sleep and he would have fully recovered by morning, or so Nurse Spex had told him. He had enjoyed the older woman's "bedside manner", and had asked her if she had any points for him concerning his x-ray vision as she had it as well. She simply told him to be careful where he aimed it, and to be especially sure of where the girl's locker room was at all times. Clark had blushed at that, but the way she laughed told him she had just said it to get that reaction from him. 

"Hi," said a familiar voice, and Clark looked up to see Layla standing next to him.

"Oh," she said, noticing his wounds, "what happened?"

"Warren and I decided to settle things in detention," smiled Clark, sending a new shot of pain through his swollen lip, but he could handle it.

"He's so violent," said Layla, "are you okay?"

"Yeah, I'm fine," said Clark, "but don't judge Warren too quickly. He's…been through a lot."

"You're right," said Layla, "I try not to categorize people."

"Would you…would you like to sit down?" asked Clark, feeling his face growing warm as he realized how close Layla was to him. He could smell a wonderful fragrance coming from her, and thought he recognized it.

"Thanks," said Layla, sitting down next to Clark so that the sweet scent wafted over him.

"Is that honeysuckle?" asked Clark.

"Yes," smiled Layla, a slight blush coming to her cheeks, "I keep some in my locker all the time."

"That's nice," said Clark, totally unprepared what to say. He had been attracted to Layla the first day of school, and while he sat at lunch with her, Will, and the rest of their friends, he had never actually been alone with her.

"I want to thank you for what you did," said Layla, trying not to make eye contact but still wanting to look Clark in the face, " I thought for sure Will was a going to be…"

"Don't mention it," said Clark, "you're the one who really saved the day…I never would have thought to use the fire extinguisher. I'm just glad I got there in time. I didn't want to see anybody get hurt…and I didn't want Warren to make a mistake he'd regret for the rest of his life."

"Wow," said Layla, "that's so…cool."

"It's the way I was raised," Clark shrugged, "I try to give everybody a chance, and if they mess up…that's why there's a second one."

Layla looked at Clark like he had just spouted some ancient philosophy she had never heard before.

"That's beautiful," she said, "you'll make a wonderful hero someday."

"Thanks," said Clark, feeling the blush in his face deepening, "how is Will doing?"

"Well," said Layla, who started chewing on her bottom lip a bit, "he's been a little moody since…what happened in power placement. He seems to be quite happy with being a sidekick and he says his parents have accepted it, though it was a bit of a shock to his dad."

"I'll bet," said Clark. He could only imagine what it must have been like for the Commander, deemed one of the most powerful heroes in the world, to find out his son had no powers. But if he were anything like Clark's own dad, he would have accepted his son and not loved him any less.

"But today in the cafeteria, I think it really got to him. He just…just left after things settled down. I tried to call him but he won't answer his phone. I hope he's okay."

"If you're really concerned,' said Clark, "I'll come with you after school and we can go see him. I wanted to check on him anyway but…well, you know."

"That's very sweet…I mean nice of you," said Layla, her slip of the tongue making her blush as well, "but I think I should go it alone. I'm his best friend and…well, he's a little intimidated by you."

"Me?" Clark was surprised. Sure, Will didn't seem to talk much when Clark sat with them at lunch, but he never got the feeling that Will felt anything but friendship towards him. These put things in a light Clark didn't like.

"If you're sure," said Clark, writing down his phone number on a piece of paper and handing it to Layla, "but if you need any help…if he needs help too…he might talk to a guy about stuff he wouldn't share with a girl. Us guys are stupid that way."

"Thanks," smiled Layla, lighting up the room with her pixie-like cuteness, "I'll do that."

As Layla left, Clark watched her walk away, wondering if Will Stronghold had even the faintest idea how lucky he was to have such a beautiful girl in love with him.

To be continued

**Next: **

**Clark is determined to be friends with Warren, Layla is finding herself attracted to Clark, and someone else seems to have their eye on Will. Plus we find out what Lionel Luthor is up to while that meddling Kent kid is off at his new school.**


	3. Chapter 3

Hardcore Smallville fan alert!

You'll doubtlessly notice I mention a few characters in the Smallville part of this chapter that AREN'T part of the official show canon but ARE in the overall Superman canon.

I'm sorry, but I just watched the preview for "Superman Returns", and then watched the original Superman movie and I couldn't resist.

And it IS an "alternate universe" anyway. Yeah…that's it.

**We're Not In Kansas Anymore**

**Chapter 3**

**"Save Me"**

A long black limousine pulled up at the secret work site that had been prepared deep within the marshland jokingly called "Slaughter Swamp" by the people of nearby Smallville. Of course no one ever came out here because it was too dangerous, which is what made it perfect for the use the land was about to be put to.

A husky crew leader came up to the limo as the driver, a tall, statuesque young woman in a chauffeur's outfit got out of the car and came around to the passenger door without so much as acknowledging the man's presence. Without a word she opened the door, and out stepped the man who owned the car, the worksite, and everyone working on it.

"Alright Corben," said Lionel Luthor as he scowled at the crew leader, "what is so important that you had to drag me out here into this open cesspool?"

"Well, Mr. Luthor," stammered Roger Corben, a usually tough man who had headed more than a few of the work crews for Luthor's less than above board projects, "I think you better take a look for yourself.'

"Of course you do, you moron," said Lionel, "that's why I'm here."

"Stay here with the car, Mercy," Lionel said to the driver, "and if Miss Tessmocker calls tell her I will be back directly."

The two men made their way towards the huge pit that was being dug into the heart of the swamp, and Lionel stopped to look down into it.

"What is that?" he asked, barely able to make out a strange sight in the loam and peat of the drained bog.

"It's a body sir," said Corben, "a human body."

"Impossible," said Lionel, his curiosity overtaking his anger, "that thing must be…"

"Seven feet, four inches tall," said Corben, "I measured him myself. And from the build I'd guess he weighs over six hundred pounds"

"So it IS a man?"

"Not just any man, Mr. Luthor," said Corben as he felt a chill crawl up his spine, "that's the legendary Solomon Grundy."

* * *

"Hey Warren," said Clark as he sat his lunch tray down at the table directly across from Warren Peace, who had been reading and now looked up at Clark like he had just insulted him.

"What about yesterday made you think it was okay to sit here?" he growled.

"Come on," grinned Clark, noticing that Warren's black eye was nearly gone. Apparently he was as fast a healer as Clark, whose swollen lip was a shadow of its former glory.

"Nobody sits here but me," Warren said, though he made no move to try to make Clark leave.

"Why? It looks like there's plenty of room."

Warren looked up at Clark like he had said something dirty in a foreign language.

"What is it with you, farm boy? Yesterday I tried to fry you not ten feet from here and now your acting like it never happened."

"Oh it happened," grinned Clark, "and I've got the month long grounding to go with it once I got home and had to explain to my folks what happened."

"Grounded. You. That's a joke."

"No joke. Nothing for me the next four weeks but school and chores at home. No TV, music, none of it. Just me and the books. Speaking of which, what are you reading?"

"None of your business," said Warren, trying to cover his book, but it was no good. Clark had already used his x-ray vision to get a quick look at the cover.

"Romeo and Juliet?" said Clark, trying not to laugh at the thought of the big bruiser actually getting into one of the greatest romances of all time.

"Shut up," snarled Warren, "I don't want anyone to hear you."

"Ahem…sorry," said Clark, quieting down but still grinning until he remembered something. "You're going to try out for the play, aren't you? I know auditions are next week."

"So what," said Warren, "maybe I'm just doing it to scare everybody and they'll cancel it."

"This isn't an episode of Scooby-Doo where someone puts on a rubber mask to scare everyone and stop the show," said Clark, "I don't think they can keep you from auditioning if you want to anyway."

"Let'em try," said Warren.

"So," said Clark, "what part are you going for?"

"Rmmo," mumbled Warren.

"Excuse me," said Clark, starting to enjoy his new friend's squirming, "what was that?"

"Romeo," said Warren, his dark face suddenly taking on a deep blush as he finally admitted something he had held to his heart for so long to someone else.

"That's cool," said Clark, "I hope you get it."

"That's it?" asked Warren, "you're not going to make fun of me like…like the others would?"

"Why would I," said Clark, finally starting to eat his lunch, "if it's what you want to do, don't let anybody stop you. I think you'd be great."

"Hi Clark," said Layla, coming up to the table and sitting down next to him without even noticing the glare Warren shot in her direction.

"Hi Layla," grinned Clark, "you've met Warren?"

"Yeah," said Layla, looking shyly at Warren like she wasn't sure what to do, "hi."

"This is MY table…" started Warren.

"And he's always got room for his friends," Clark finished for him, indicating that included Layla.

"You two are…friends?" Layla looked surprised.

"We are?" Warren looked even more surprised.

"Sure," said Clark, "why not?"

"Would you explain to this thick-headed hick that we are NOT friends?" Warren said to Layla.

"I don't know," said Layla, "he's been sitting here talking to you for five minutes, and I understand that's a school record for ANYBODY being near you since…forever."

Warren growled and rolled his eyes as he returned to his book, trying to ignore the two intruders.

"So what's up?" Clark asked Layla.

"I just wanted to tell you…"

"Clark, help!"

Clark's head snapped up as he saw Ethan standing in the entrance to the cafeteria just as what looked like a long black and white striped snake with a hand for a head reached in and grabbed the boy, yanking him away.

"Great," said Clark, "those two again. Sorry Layla."

Clark was off in a blur, leaving Layla sitting across from the brooding Warren. The silence between them was like a solid wall for several moments as Layla unwrapped the lunch she brought.

"Cheese cube?" she asked, offering Warren some of her lunch.

"He sure is," muttered Warren, and then shot Layla a quick smile that made her giggle.

Clark shot down the hallway, avoiding any potential collision with anyone as he rounded the corner and saw Lash and Speed finish stuffing Ethan into a locker. Clark rolled his eyes and wondered where Wally was; the super fast redhead had made it his personal mission to foil Lash and Speed at every turn, and had been driving them crazy for days. He then realized Wally was still in class and the two thugs had finally figured out his schedule so they could coincide it with any trouble they caused.

"Come on guys," said Clark, approaching them slowly but ready for trouble, "let him out."

Speed and Lash looked at each other as if they knew the jig was up, and opened the door so Ethan could fall out. Clark helped him to his feet, and patted his friend on the back.

Clark then noticed Speed and Lash were not moving from in front of two other lockers, and a quick scan with his x-ray vision revealed why.

"The other two," said Clark, feeling like he was talking to a couple of five year olds instead of high school seniors.

Speed and Lash made sour faces and stepped out of the way as Clark opened the first locker to release Zach, who was glowing in the dark locker, and then the other victim, Will Stronghold.

"Come on guys," said Clark to his embarrassed friends, "let's go get some lunch."

"You just think you're all big and bad, don't you farm boy?" sneered Lash.

"You better watch it dude," piped in Zach, "you remember what my man here did to Warren yesterday."

"YOU better watch it hillbilly," said Speed as he pointed at Clark, "that big mouth is going to get you in trouble."

"Yeah? How about we settle this once and for all in p.e?" replied Zach. "Clark takes you on in Save the Citizen, and if he wins you lay off ALL the sidekicks the rest of the year, and if he loses, you get to dunk Ethan's head in the toilet EVERY DAY until graduation."

"Yeah," said Ethan, "Wait…huh?"

"Guys," said Will, "no freshman has EVER won Save the Citizen, and these two are the champs."

"Oh, trying to back down huh, hayseed?" said Lash.

Clark was amazed that he had gotten into this conversation and not once had he said a word. But if there was any way to stop the bullying, he was up for it.

"You're on," he said, staring the two thugs down, "see you there."

The two sneered and stalked off as Clark watched them leave.

"I've just got one question," said Clark.

"What's that?" asked Ethan.

"What's "Save the Citizen"?"

* * *

Lionel Luthor, for one of the few times in his life, was impressed. Before him lay the preserved body of one of…if not the most…famous serial killers to ever terrorize the Midwest. Solomon Grundy had been a literal monster of a man, a Goliath that had terrorized the entire state of Kansas for most of the 1950s as he brutalized and killed anyone he wished. He had finally been captured alive and tried for his crimes, but the night he was to be executed via the electric chair, he managed to break out of prison and eluded his pursuers by disappearing into the depths of Slaughter Swamp, never to be seen again. It was now obvious that Grundy had met his well-earned end in the quicksand and peat bogs of the swamp, where his pale white corpse was now seen for the first time in decades.

"So, Mr. Luthor," said Corben, "what do you want us to do with him?"

"Hmm, interesting," said Lionel, sarcasm creeping into his voice, "what do YOU propose we do?"

"Well sir," said Corben, "if it IS Grundy, I'm sure the authorities would want to know. Maybe we could take him in and turn him over to them…maybe see if that reward for him is still good after all these years…it was "dead or alive" you know.'

"An excellent idea," said Lionel, "let's just bring this whole scheduled project to a stop, load that moldering mummy onto the back of a flatbed truck and drive it right down main street into Smallville with our horns blaring. And once we get to the town square I can announce over a bullhorn how we found the body of a legendary serial killer while digging in the middle of federal wetlands TO BUILD AN ILLEGAL TOXIC WASTE DUMP!"

It was when Lionel's face turned red as a ripe tomato and he started yelling that Corben realized that maybe his own idea hadn't been such a good one after all.

"Take that cursed thing out of here and…I don't know…weigh it down and dump it into the middle of Crater Lake or something. Just get it out of here NOW."

Corben could only nod his head in agreement, and meekly followed his boss back to his car.

"And I thought that fat kid Otis that Lex has run errands for him was an idiot," Lionel grumbled to himself.

* * *

Clark got a literal crash course in what the game of Save the Citizen was about as he sat with the entire student body in the bleachers of the gym. It seemed it was an internal competition between teams of students to learn teamwork and cooperation and prove who was a better hero or, in the case of Lash and Speed, the better villain. Clark had never heard of it before as he had other things to think about and had totally overlooked the sign-up sheets that had been posted all over school. Now he was entered into the tournament that had just started, and he didn't even have a partner.

"Jones and Sanchez," Coach Boomer addressed the latest losing team, "your citizen has been mulched because you have failed to defeat your villains. You lose, now hit the showers."

He then turned his attention to the two thugs, who were in their regulation red padded uniforms as they high-fived each other after another victory.

"Okay you two, which do you want to be, heroes or villains?"

"Villains, of course," laughed Speed like it was a stupid question.

"Big surprise," Boomer muttered to himself, "and who do you want to face next?"

"We want Kent," sneered Lash, pointing at Clark, who didn't blink.

"Kent isn't signed up," said Boomer, looking up towards Clark "you want in on this?"

"I do sir," said Clark, standing up.

"Well, you need a partner," said Boomer, "you got anybody in mind?"

Nearly everybody looked at Wally, as they knew he'd love a chance to take down the two bullies once and for all. But Clark and Wally had talked earlier, and they agreed that somebody else needed to get a chance to let off some steam.

Clark spotted who he wanted sitting off in the stands by himself.

"Hey Warren," Clark called to him, "you want in on this?"

There was no reaction for several moments, and then Warren Peace did the scariest thing anyone had ever seen him do.

He looked up.

And he grinned.

"I'm in," he said.

A few minutes later Clark and Warren entered the arena in their own blue costumes, and both felt a little embarrassed being seen by the other kids in the tight outfits. They both blushed when several of the girls started whistling at them, and Clark noticed his friends all sitting together cheering him and Warren on. Magenta was whistling the loudest, and Layla was giggling behind her hand, but he wasn't sure if she was laughing at them or liking what she was seeing.

"Hey," Warren warned Clark, "get your head into the game!"

Clark nodded that he understood and was as ready as he could be.

"Ready…" said Coach Boomer, "BEGIN!"

With that Lash stretched out his arm and grabbed a nearby prop lamppost so Speed could use it to slingshot himself at their opponents, bouncing back and forth as he ricocheted himself off the walls to confuse them.

Not that it worked with Clark. He also took off at super speed, and was able to keep up with Speed. He even reached out and grabbed Speed by the back of his shirt and suddenly stopped, using his strength to pull Speed around and send him flying out of control to impact with the wall.

Lash had reached out and wrapped his arms around Warren like a python, and Warren looked at Lash with total disdain. He then burst into flames, making Lash yell in pain as he pulled his arms back.

Lash yelled, "foul" at Coach Boomer, who just laughed at him and was enjoying the show.

Clark started heading for the "citizen", but Speed tackled him from behind.

"Not so fast, pretty boy," growled Speed, who started throwing super fast punches which Clark was dodging just as fast. All the audience saw were two red and blue blurs, unaware that a thousand dodged punches were thrown in less that five seconds.

Clark kept dodging, as he didn't want Speed to accidentally injure his hands hitting him because of his invulnerability. He then realized that he was doing what Speed wanted; there was a time limit to the game, and all the "villains" had to do was keep the "heroes" busy until the time ran out. So he simply stopped.

There was a loud cracking sound as Speed punched Clark in the jaw at supersonic speed, and while it stunned Clark for a moment because of the momentum behind it, Speed took worse damage. He was grinning until the pain registered and he saw he had broken the knuckles on his left hand, which was already swelling up.

"Sorry" said Clark, wincing in sympathy at the obvious pain Speed was in.

* * *

As Luthor had ordered, the hulking albino body of Solomon Grundy, still in it's dark prisoner clothes, was removed from the pit and put into the back of a small truck where it was wrapped with several feet of chain and had blocks of cement attached to it. It was then driven down to the main road where it reached its final resting place…Crater Lake.

Once they were sure no one was around, Corben had his men back the truck out onto one of the boat piers and had the body, chains and all dumped into an old boat that the local kids used for fishing. The boat was then set adrift and, once it was out far enough, Corben used the rifle he always carried in the back of his pickup to put a couple of holes in the boat's side just below the waterline. In seconds the boat sank without a sign of it having ever been there. With a silent prayer Corben and the men left the scene, totally unseen.

* * *

A series of explosions caught Clark's attention as he saw Warren trying to hit the wildly dodging Lash with a barrage of fireballs, and knew he had to help his partner. In a flash he was across the floor and grabbed Lash by his elongated legs, yanking him off his feet.

Clark then turned and saw that, though his hand was broken, Speed could still run, and was doing so in a tight circle around Warren, creating a whirlwind that was sucking the air from him. He was suffocating.

Clark knew he could save his friend, but a quick look at the clock showed time was running out. The sidekicks were depending on him to win, but his friend was in very real danger. Clark then got an idea.

Though they were on the other side of the arena and the "citizen" was between them and him, Clark used his heat vision on Speed's foot. Speed yelled in pain and came to a complete stop, jumping up and down as his foot was on fire. He then looked up in time to see his friend Lash flying at him before the top of his head caught Speed in the chin, cracking him solidly and knocking him out. The impact also knocked Lash unconscious, which was just fine with Clark.

Actually, it was only the top of Lash's body that had hit Speed. His feet were still in Clark's hands, and he had used him like a whip to take out Speed.

The clock was ticking down the precious seconds, and Clark saw Warren recovering.

"Warren," yelled Clark, "catch!"

Once again Lash's limp form was stretched out again, this time to Warren like a living bungee cord. Realizing what he had to do, Warren grabbed Lash just as Clark yanked him back with all his strength, pulling Warren with him.

Flying through the air, Warren has headed for the squawking dummy and, at the last second, grabbed it and landed on his feet on the other side of the pit. The timer then ran out and the horn sounded, but it was too late.

"She's alive!" yelled Boomer, as caught up in the drama as everyone else, "HEROES WIN!"

The place exploded in cheers as all the students surged down the bleachers to swarm the new champions. Warren was at a total loss at how to react as he found himself being congratulated by a swarm of sudden fans. Clark was no better off as this was only the second time he'd fought an opponent in front of a crowd, and the feeling was both elating and humbling. Still, he looked through the crowd until he found the people he had done it for; the sidekicks. He pushed his way through until he could shake hands with Zach and Ethan, and got hugs from Magenta and especially Layla, who also planted a kiss firmly on his cheek. Clark blushed, but he wondered where Will was.

* * *

In the dark depths of the lake, the boat and its grisly cargo landed on the bottom, stirring up the silt and sediment. It also stirred up something else.

The boat tilted slightly on the uneven lake floor, and the body of Solomon Grundy rolled partially out to make contact with a strange green glow that was coming from a golf ball sized green crystal that had rested at the bottom of the lake for years, undisturbed until it was uncovered just now. The light continued to bathe the preserved body for hours.

* * *

High in the stands, Will Stronghold sat, looking at the spectacle. He was glad for Clark, but he still couldn't understand why someone who was becoming the most popular kid in school was hanging out with a monster like Warren Peace…a monster everyone else had been running from yesterday but were now cheering as well. And all his friends were down there too, even Layla.

"Why the long face?" a melodic voice said to him, and Will saw it was the student body president Gwen Grayson.

"No reason, I guess," said Will, suddenly feeling a strange pang of jealousy as he saw Layla kiss Clark on the cheek. "I just…I don't know…feel left out somehow."

"Why?" asked Gwen, sitting down next to him, "Clark did this for you as well as all the other sidekicks. I thought he was your friend too."

"Yeah," said Will, not very convincingly, "but I should be doing my own fighting. This is twice in two days he's stepped in and saved me from villains. I guess I'm getting a crash course in being a sidekick the hard way."

"Well, don't worry about it," smiled Gwen, putting a hand on Will's shoulder and sending a tingle up his spine that quickly drove away the gloom he was feeling. "I'm sure once everything settles into routine around here everyone will find their right spot…and with the right person."

Gwen gave Will a flashing smile as she stood up and walked down the bleachers to exit the gym. Will watched her as she left, totally unmindful of the Pennys giving an impromptu cheer for Clark and Warren to the approval of the other cheering students.

* * *

Back in the locker room, Speed and Lash were sulking and angry at having been beaten. Both were also physically hurt, but their pride was suffering even more.

"Beaten by a freshman and that creep Peace," snarled Lash, rubbing his sore head before slamming his fist into a locker then whining in pain as he realized he had given himself another injury to match the bruises he already had.

"My dad is going to blow a fuse…literally," said Speed, referring to his electrically powered father. He had ice packs on both his left hand and right foot, unable to decide which was hurting worse.

The sound of clapping came from the shadows, and both thugs turned to see Gwen come into the locker room, applauding them. With her was Penny, at least the real one…her clones were the ones now cheering the new champions.

"Hey," said Speed, you can't come in here, this is the BOYS locker room."

"More like the LOSERS locker room, you mean," Penny sniped back.

Both Lash and Speed started to react to that, but one look from Gwen quieted all three of them down.

"Actually," smiled Gwen, "this is the best thing that could have happened to us. Now that everyone has their attention focused on Kent and Peace, no one will really notice as I start my little game with Will."

"Gee," sneered Lash, "I'm SO glad the little princess approves of our getting our butts handed to us."

"But I do," smiled Gwen, "and you should be glad too. Now you know exactly how I've felt all this time…humiliated, laughed at, denied the glory that was rightfully mine. It will make things far more satisfying when we finally get everything together that we need for my plan to work."

"And you're sure you can sucker the Stronghold punk into doing what you want?" asked Speed.

"My dear hyper-kinetically gifted but endocrinal challenged friend," smiled Gwen, striking a "pretty girl" pose, sticking out her lower lip in a pout and fluttering her long eyelashes, "I'm COUNTING on it."

She started laughing. Then so did the other three, though the boys weren't exactly sure why. It just seemed like the thing to do.

* * *

Later that night, in the depths of Crater Lake, something began to stir. Something that tore off the heavy chains binding it like they were made of tissue paper and slowly began making its way to the shore. After a while it reached land, where its slow plodding steps came to a halt as it looked into the night and saw the faint distant lights of Smallville. A wicked grin came to its withered lips, revealing the vile brown and black teeth that filled its mouth. It's glowing green eyes narrowed as it thought of all the fun it was going to have while a stiff breeze, the first breaths of autumn, stirred its shaggy white hair.

To be continued.

**Next: Warren comes to Smallville for the Fall Festival and meets Lana...but so does Solomon Grundy!**


	4. Chapter 4

Sorry it's taken so long to update (I usually pride myself on doing it every week) but changes in work schedule and routine messed me up and derailed my train of thought for a while.

And the 100th episode of Smallville (Reckoning) didn't help either. How Clark kept from killing (or at least pounding the snot out of) Lex I'll never know.

Rest In Peace, Jonathan Kent. Bet you're all glad this is an ALTERNATE universe.

**We're Not In Kansas Anymore**

**Chapter 4**

"**Beauty and the Beast"**

"Let me get this straight," said Jonathan Kent, not sure he'd heard his son correctly, "you want to invite the son of a world-class super villain here…the same kid who nearly burned down the cafeteria and fought with you TWICE…to stay here and go to the Fall Festival in town this weekend?"

"No," replied Clark, "I want to invite my friend and Save the Citizen partner to stay for the weekend and go to the Fall Festival."

"Son," said Jonathan, "no."

"Come on Dad," said Clark, "Warren's not a bad guy. He's had to live down a lot of what his father has done…his FATHER, not him."

"You make the same argument for Lex."

"Warren ISN'T Lex, Dad. Sure, I wonder about some of the stuff Lex has done, but I've checked on Warren's background. Did you know he'd NEVER been in detention until I fought with him? I don't think he had any friends until we won Save the Citizen to save the sidekicks from Lash and Speed. Now they all follow him around like he's their savior and I really think it's helped him a lot."

"John," said Martha, "what harm can there be in having him stay the weekend? He's probably been cooped up in the city his whole life and I trust Clark's judgment on this. Besides, I was able to look up some of the stories about his mother when she was still an active heroine, and a woman like that is sure to have raised a decent son."

"Even if she had bad taste in a husband?" he replied.

"Now you sound like MY father," Martha smiled, "talking about me and my choice."

"Alright," said Jonathan, holding up his hands in surrender, "you two win. He can stay here while the Festival's on. I'll just make sure our fire insurance is up to date." He said the last part with a grin and a wink.

It had actually taken a LOT of convincing from Clark to get Warren to come for the Festival. At first he had been totally against it, but Clark finally wore him down.

That Friday afternoon the bus from Sky High pulled up and dropped off Clark and Warren…at least it was supposed to be Warren. Clark was still not sure even after the long bus ride.

The young man was the same height and build as Warren, but his long black hair with red streaks had been pulled back into a ponytail, revealing a handsome face. His usual leather jacket, sleeveless t-shirt and blue jeans were in his backpack as he wore a nice dress shirt and dark jacket that matched the slacks he wore. His beat up tennis shoes were replaced with polished black dress shoes, but the wildest thing was that he was wearing glasses. They were not prescription glasses, just black frames with glass lenses, but they made Warren look like a young business executive or a college freshman for an Ivy League school instead of the fireball throwing tough guy Clark knew him as.

When Clark asked him about the transformation Warren had a good answer.

"Dude, my dad is Baron Battle, not Sabretooth. I know how to dress up to make a good first impression. Besides, it was my mom's idea."

Warren looked about the farm as they approached the house, taking in the sights and smelling the clean country air.

"Yeah," muttered Warren with a grin, "I hate this place already."

"I knew you would," Clark smiled back as they entered the house.

* * *

Not far away, in one of the hollows in the woods, lurked a thing of horror. Known as Solomon Grundy, the monster hid from the daylight that seemed to weaken him, driving out the green energy that had revived him at the bottom of Crater Lake many nights ago. Only when darkness came could Grundy stalk the countryside, staying out of sight and planning his horrific revenge on the people of the town who had driven him into the swamp to die. Grundy was not sure what had happened to him after that, all that he knew was that he was awake, stronger than ever, and he knew tomorrow night would be the Fall Festival where the entire town would be…and where he would strike.

* * *

After Clark had introduced Warren to his parents the two boys went upstairs to Clark's room where he insisted Warren take his bed while he would sleep in a sleeping bag on the floor. Once there Warren took off the glasses and unbuttoned the shirt like it was choking him to death. 

The way Warren had acted around his parents Clark was positive he'd brought the wrong guy home. He had been very polite and soft-spoken, constantly fiddling with his glasses and acting like a shy bookworm instead of a fiery powerhouse. It was only when Warren undid the cuff buttons and Clark saw the flames tattooed on his wrists that he knew it was Warren.

"What was that down there," Clark said, puzzled, "you came across as a real geek…not that there's anything wrong with it. It's just…not you."

"Think so?" said Warren, "I'm trying out an alter-ego type thing so I don't have to run around with a mask or in a pair of tights. That's just not me."

Clark picked up the glasses and looked through them.

"I'd have never thought of that," said Clark, "besides, the girls at school may think differently the way they cheer you in Save the Citizen."

"That's as close to tights as I'm EVER getting," said Warren, "period."

"Clark," Martha called from downstairs, "once Warren gets settled why don't you take him into town for a while and show him around. I'll have dinner ready when you get back."

"Okay Mom," Clark replied.

"And tell Warren it's okay for him to dress like he NORMALLY does. He's among friends here," said Martha.

Both boys sat stunned for a moment.

"So much for your disguise," grinned Clark.

"She's a MOM," said Warren as he started changing into his normal clothes, "they know EVERYTHING."

* * *

An hour later Clark and Warren were walking down the main street of Smallville, looking at all the last minute preparations being made for the Festival the next day. Warren was surprised at how everyone seemed so open and friendly, even to him…a stranger. Back in Maxville he was used to people avoiding eye contact or even going across a street to stay out of his way because he was a big teenager who looked dangerous. How would these people react if they knew who he was, what his power and heritage was? 

"Clark," they heard someone yell, "hey, Clark!"

Clark smiled as he recognized the voice. He was hoping he'd run into her before everything went crazy for the festival in the next few hours, and here she was now.

"Hi Lana," said Clark, glad to see his childhood sweetheart/friend for the first time in days.

Warren turned, ready to give his usual sullen nod for a greeting until he saw the beautiful young woman Clark was talking to. Warren wasn't sure, but he thought his heart skipped a beat at the sight of the dark haired beauty with the most gorgeous almond shaped eyes he had ever seen.

"Lana, this is my friend Warren Peace from school, he's here for the Festival. Warren, this is my…best friend Lana Lang."

"Hey," said Warren, trying to maintain his fast fading cool as Lana rattled him more with a dazzling smile revealing dimples that should have been rated as "lethal". Warren had been calling Clark "stupid" since day one, and now that he saw this breath-taking beauty that Clark referred to as his "best friend", Warren was thinking Clark HAD to be stupid somehow.

"Warren Peace? That's a very unusual name," said Lana, "I like it."

Clark couldn't help but notice the sparks almost literally flying between Lana and Warren, and for a moment felt a twinge of jealousy until he remembered how he had been getting friendly with Layla back at Sky High.

"Lana, could you do me a favor and show Warren around? I just remembered a couple of things I need to get done before tomorrow night."

"Sure Clark," said Lana, "why don't you meet up with us at the Talon later?"

"The Talon," said Warren, "that sounds kind of ominous."

"It's just the coffee shop I run," grinned Lana, "you make it sound like a place where the Red Skull and Baron Battle meet and play chess."

Warren shot Clark a quick look, and Clark could only shrug his shoulders. How could Lana know she was actually talking to the son of Baron Battle?

"Come on Warren," said Lana, "let me show you the sights…then we'll get some of the best espresso in town."

Lana slipped her arm around Warren's and began leading him away, and he gave Clark a quick grin as they started down the street.

Clark didn't know what to think. Was Lana doing this to get back him? He realized he hadn't seen much of her since he had started going to Sky High, but he remembered how sad she seemed when he first told her what he was doing. Though he had promised her they would still spend as much time together as before, he found that it was a promise he hadn't been keeping very well. He had also not had much time with Pete, Chloe and even Lex, who he actually had not spoken to since he told him he was going to a "private school" that Lex had never heard of. Now that he had Warren here, Clark really wanted to see Lex and introduce the two of them. He knew that if either one needed a kindred spirit, they would find it with each other. He then started walking down the street, trying to make the most of the opportunity to think.

* * *

As twilight settled across the land, Solomon Grundy began moving about, feeling his strength returning as the sun went down. Once it started dipping beneath the horizon he lumbered out of his hiding place, his mind consumed with thoughts of vengeance. He had originally wanted to wait until the next night to attack the town, but he could not wait any longer. Patience was never a virtue when there was destruction to cause and people to maim.

* * *

Warren was only half-listening to Lana as he looked at her, totally entranced. No wonder Clark had never talked about her at school…she could match the most beautiful girls at Sky High, even putting Gwen Grayson to shame. 

"Here we are," said Lana, leading Warren into the Talon. We was actually surprised how modern looking the place was, especially in contrast to the Middle America look of the outside. He also noticed it was a madhouse of activity as both locals and tourists were jamming the place for a bite to eat or some fancy coffee of one kind or another.

Lana led him through the crowd to the back, to find that there was trouble with the gas oven again. The pilot light refused to ignite, nobody could find any matches, and they couldn't handle the orders that were swiftly backing up.

"Here," said Warren, "let me take a look…I'm good with these things."

Once everyone went back to work and Warren was sure no one was looking, he ignited his finger and touched off the burners, instantly starting all of them.

"There you go," he grinned to Lana.

"Oh," she smiled, "you're just like Clark."

"Like Clark?" Warren felt his heart skip again, but not in a good way.

"Yeah," she said, "one of those guys that just knows how to make things work."

Warren breathed again, and then noticed how short-handed the place was.

"Here," he said, "let me help." He quickly took off his jacket and threw it on a hook by the door as he put on an apron and tied his hair back in almost one fluid motion.

"I bus tables at my job, so this is no big."

Lana was extremely grateful to Warren, especially when she saw his muscular arms revealed by his sleeveless t-shirt. Warren grabbed a tub and started bussing the tables.

More than a few of the female customers noticed the new busboy hunk, amongst them was Chloe, who stepped into the door and saw Warren hard at work. She then made a beeline for Lana.

"So," she grinned, "who's the romance novel cover boy?"

"Warren," answered Lana, "he's Clark's friend from his new school."

"Wow," said Chloe, "maybe I should put in for a transfer."

Lana could only nod her head in agreement.

* * *

Clark used the opportunity to be alone for a chance to walk the streets of his hometown and think. This place was almost literally a world away from Sky High, yet there were so many similarities, not the least of which were the super beings he had encountered. How many of the teen "meteor freaks" he had encountered could have benefited from going to the school…at least those few that retained their humanity. If a means to help them control their powers had existed, would they try to become heroes or simply more bullies like Lash and Speed? 

He also thought about Layla, the nature-loving redhead he was becoming more and more attracted to. She was supposedly with Will Stronghold, but he treated her more like a buddy or sister than a girlfriend. Clark still had feelings for Lana, but Layla KNEW Clark had powers, and so did she…though no one really seemed to know what they were.

There was something about Layla that reminded him of his home…was it her personality? Kind and thoughtful with a deep appreciation for the earth and everything on it, she was a vegetarian, but didn't ram it down anyone else's throat. Layla had told him how her mother could talk to animals, and Clark wondered if she could as well. How would that go over in a farm and ranch community?

Why had he just thought of Layla here in Smallville? She was from the city…what could she find here that would interest her? Something about her did seem like she would be very comfortable here in the country though…maybe living on a farm, albeit an organic one, with a house full of kids…

Clark shook himself. Where had THAT come from?

That was when he heard the crash and explosion. Clark took off in the direction of the noise and saw something that froze his blood.

A tanker truck was lodged into the side of one of the smaller buildings, where it had ruptured and now the entire building was on fire. Luckily there was no one inside, and the people in the street had wisely gotten back. At super speed Clark circled around to the other side of the building to see that no one else was around, except for one strange figure. Clark could not make out who it was because of the fire raging behind him.

Before him stood probably the largest man Clark had ever seen…at least it looked like a man. He towered over anyone Clark had ever met, and looked like something out of a horror movie. The "man's" ratty hair and shriveled skin was a ghostly white in color, and the eyes were sunken in and had a sinister green glow Clark was all too familiar with. His clothes were dark and dirty in color, possibly an old prisoner's uniform. If Clark didn't know better, he could swear he was looking at some kind of giant zombie.

"A…nice…little…fire," grumbled the thing as it reached for Clark, "and…something…tasty…to…cook…over…it."

Clark then charged into the monster, trying to tackle him, but the moment he made contact a strange weakness shot through his body…again something he had experienced before, but there was none of the jarring pain. He tried in vain to push the monster back like a tackling sled, but it was useless. Even if his strength wasn't being sapped, his opponent was monstrously powerful, possibly even a match for him.

Clark then found the monster's huge hands grabbing him underneath his chest and lifting him effortlessly into the air. There was a moment of vertigo as he felt himself being flipped over in mid-air then slammed back down into the street onto his back. The air was driven from his lungs and he was stunned, realizing that he had just been the victim of a move he had seen on tv watching the WWE when he was young…a vicious power bomb that drove him several inches into the street.

"You…are…strong…boy," said the hideous creature in a gravelly voice, "but…no…one…is…stronger…than…Solomon…Grundy."

Clark's eyes went wide at the revelation. Was this really the legendary boogieman of Slaughter Swamp? A quick look with his x-ray vision revealed that the heart in the body, in fact all of the internal organs, were atrophied and inactive, yet somehow this…thing was moving and lashing out in a vicious, violent way. He also saw the faint green glow throughout it. Somehow Solomon Grundy had been reanimated by one of the damned meteor rocks that had plagued Clark from the beginning. That also explained the strange weakness he experienced in contact with the monster.

Clark shot out of the way just as Grundy brought his massive fists down, nearly crushing him as they instead smashed into the pavement, crushing it to powder.

Clark stopped for a moment, remembering some of the lessons he had learned in Sky High. First, lure an enemy, especially a rampaging monster, away from any and all citizens, preferably to a place where no one would get hurt. It made sense, and it was something Clark had had experience with anyway.

Suddenly the building began to crumble, and Clark rushed to get out of the way as it fell over, completely blocking the street. Unfortunately it had also missed Grundy, who strangely seemed unnoticing and unharmed by the few burning embers that landed on him and started his clothes smoldering as he grinned menacingly at Clark again.

As long as the burning wreckage was between Grundy and the fleeing people, Clark knew he would not be seen but still wanted to get the monster out of town before he continued his rampage.

Clark also knew he needed help, and that Grundy seemed slow enough so that he had a little time before the monster could find anyone to harm. Clark headed for the Talon at top speed, arriving there in a heartbeat. He slowed and ran in at normal speed to see everyone watching the huge plasma screen tv as news reports were coming in about what was going on up the street.

Clark spotted Warren, and got to him to quickly tell him what was going on.

"Do you guys USUALLY have stuff like this going on? I thought Maxville got wild on Friday nights."

"A lot of it goes on behind the scenes," said Clark, "I've never fought one of these meteor beings who just came out and attacked in the open…then again I've never fought a zombie before either."

Warren ran into the kitchen to lose the apron and grab his jacket when he saw Lana looking at Clark.

"Uh, sorry Lana," said Warren, "but….Clark had something come up and I've got to go with him. You just stay here where it's safe and we'll get back as soon as we can."

Lana nodded her head. She was used to Clark pulling this kind of stuff, and apparently Warren was the same way. Why couldn't she just find a nice guy without all the mystery…or maybe the mystery was what drew her to them. She really wished Chloe hadn't run out the moment the news broke to find out what was going on, but she was a natural nosey reporter.

Back outside, Clark and Warren were ready to take off when a car came flying through the air and slammed down near them. Both turned to see Grundy lumbering down the street towards them. From the looks of the devastation behind him the monster had not bothered to move around anything as he followed after Clark, instead smashing through everything in his path be it parked cars, power lines or even buildings.

"Just get going," Warren said to Clark, "you've got a better chance at putting out the fires…I cause them, remember? I'll take care of the "Resident Evil" reject over there."

Clark nodded and disappeared in a flash. Once back at the site of the burning building he used his super speed as Speed had done to Warren during Save the Citizen a couple of weeks ago; he raced around the fire, creating a vacuum that sucked away all the oxygen, and in seconds the flames flickered and died.

When he heard sirens Clark realized he had to provide what help he could with the damaged power lines and other fires started from Grundy's path of destruction and then hurry back to help Warren against the monster.

Warren stood out on the deserted street just as he saw Lana running towards him.

"What are YOU doing out here?" he asked, "you've got to get inside before…"

Another car came flying through the air, landing mere feet away from them, and Lana froze as she saw the lumbering form of Solomon Grundy bearing down slowly, but unstoppably towards them.

Warren knew he had to get her to safety without revealing his powers, so he grabbed Lana and they hurried into a nearby alley. Unfortunately it was a dead end, the other way having been sealed up with a brick wall. They started to turn around just as they saw Grundy standing in the entrance, glaring and grinning at them before he started towards them.

"Get back down there," said Warren, pointing to the wall at the far end, "and no matter what happens, stay there! Understand?"

"I won't leave you," she said defiantly.

Warren smiled for a brief instant. All that beauty and brave too. If they got out of this alive, he was going to make a point of getting to know Lana better. That is if she would even talk to him once she found out about him.

"Don't worry about me," he said, "I've got a little surprise for big ugly there."

Lana did as she was told, though she desperately wanted to stay with this brave young man.

As Grundy got closer, Warren let the fire within in him come to the surface, and both hands burst into flame, drawing a startled gasp from Lana and a look of puzzlement from Grundy. Warren allowed himself a momentary smile as he knew that, for once, he did not have to hold back. This thing wasn't alive, so that meant the rules didn't apply.

Raising his hands, Warren hurled a massive fireball at Grundy; the monster had no way to dodge in the alley, and he took a direct hit. His clothes caught on fire, as did his thin hair.

But he kept coming.

Warren hurled fireball after fireball at the lumbering monster that, though on fire, continued on, intent on killing more than anything else.

Warren gave in to the rage seething in him. The thought of this horror getting its hands on Lana was too much, and he literally exploded in flames. Roaring like a lion, Warren charged and slammed into Grundy, trying to get in as close as he could so the brute couldn't reach him. Warren's flames were as bright as the sun, lighting up the alley so Lana saw everything that was happening. The light also began weakening Grundy, driving out the green energy empowering him. He started desperately trying to get away from Warren, but couldn't pull him off.

Warren roared again, and his flames totally engulfed Grundy, burning into him. The swamp liquid that had preserved his mummified tissues was boiling away, exploding in clouds of foul smelling steam and leaving the rupturing body to dehydrate and finally burn. The last of the green energy left the body and Grundy began to slump forward on top of Warren, but he still did not relent as he held the unmoving thing.

Suddenly the weight began to lessen, as Warren now knew that the body was being reduced to ashes and bone. With a shove he threw the hideous thing down onto the alley floor and saw it did not seem to resemble a human being anymore.

Warren turned from the pyre and saw Lana had gotten to her feet; tears streaming down her face as she looked at Warren like a wounded deer. Warren felt his stomach doing flip-flops as the adrenaline rush of his victory was destroyed by the fact that Lana had seen the whole thing.

Extinguishing his body's own flames, Warren held his hands up to Lana and took a step towards her.

"Easy Lana," he whispered, not wanting to scare her any worse, "it's okay…he's gone. Don't worry…I'm not going to hurt you…"

That was as far as he got when Lana bolted, running towards the alley entrance. Warren didn't want to let her go, he couldn't let her tell everyone about him and his powers, but he also didn't want to scare her worse. His heart dropped at the thought of ANOTHER decent person in the world scared of him, and he decided to let her go. He stepped aside to give her room to pass.

Lana instead ran right to Warren, slamming into him with quite the impact for such a small girl. She wrapped her arms around him as best she could and buried her sobbing face into his broad chest.

At first Warren didn't know what to do, then he put his arms around her and held her, marveling at how her soft, trembling form seemed to fit perfectly with his own hard, muscular body. He smelled her hair that carried the aroma of fresh ground coffee, cinnamon and a hint of perfume.

"It's okay," he whispered to her, "you're safe."

This was FAR better than saving a plastic dummy from an oversized garbage disposal.

This part of rescuing should definitely be covered in school.

Lana started to calm down, and looked up at Warren with tear filled eyes and an expression of happiness on her face at the same time.

Their eyes locked. The spark from earlier quickly grew in intensity for both of them, and they moved closer until their breaths were merging into one. They held there only for a moment, and then they kissed, deeply and passionately. It seemed to last a lifetime for both of them, but then they finally stopped to look into each other's eyes.

"Thank God," she finally whispered, "you're one of the good supers…like Clark."

To be continued

**Next:**

**WHAT? How does Lana KNOW Clark is a super? And Warren meets another of Clark's friends who knows Warren's secret, but isn't as nice as Lana…a man named Lex Luthor.**


	5. Chapter 5

**Note:**

Yes, I've taken a few liberties with the Smallville stuff (but hopefully it will seem logical once you read this chapter) and added a favorite character from the first Superman movie (lovable Otis).

I also use a version of Baron Battle's real name I came up with BEFORE I learned (watching Sky High for the second time) that it WAS his real name.

Again, I'm pleading alternate universe.

**We're Not In Kansas Anymore**

**Chapter 5**

"**Like Repels Like"**

She knew.

Somehow Lana knew.

Clark sat there on the fence to his family's property, waiting for her to show up.

Only hours ago, Warren had taken Lana back to the Talon and helped her close while Clark disposed of the ashes of Solomon Grundy. The two of them then took Lana home but Clark noticed how quiet Lana and Warren were. After they got home, he told Clark what Lana had said.

"SHE KNOWS?" Clark nearly yelled in shock, almost waking up his parents.

"Calm down," said Warren, "she's totally cool with it. She said she's actually known for quite a while but didn't know how to tell you."

But she could tell Warren, a guy she had only known for a couple of hours. Of course Warren had also saved her from Grundy where the monster's kryptonite based power had severely weakened Clark. Still he was glad that she had not been scared of Warren, which was remarkable considering her past encounters with empowered beings had been negative.

Now he heard the sound of something approaching, and saw Lana riding up on her horse. He smiled and waved to her, but still had no idea what to say. The fact she knew he had powers had removed a major obstacle in their relationship, but what else did she know? Did she know he was actually from another world? Did she know that he had arrived in a ship along with the meteors of his destroyed planet that had caused so much havoc, including killing her parents? He had always felt strangely guilty about that, even though he had had no control over what happened when he came to earth. If she did and was still friends with him, she was an even better person than he thought.

"Hi," she said shyly as she pulled her horse around.

"Hey," Clark smiled back, feeling as shy around her for the first time as he had when they first met.

"I'm glad you called," she said, "it gives me an excuse for being away from town while the parade is going on. It's a nightmare down there right now, especially what with the cleanup from what happened last night."

What had happened was the beginning of Solomon Grundy's rampage where the monster had hurled a fuel truck into an empty building, creating an explosion and fire that caused the building to collapse into the street. He had then followed after Clark, leaving a trail of destruction with destroyed cars and downed power lines everywhere. While Warren had dealt with the kryptonite created super zombie, Clark had been able to put out the main fire and safely secure the downed power lines so emergency crews could restore power and the fire department could take care of the smaller fires. The fact no one had been killed or injured was an absolute miracle.

"I'm glad you're okay," Clark said, "when I think what could have happened to you if Warren hadn't been there…"

"He was," said Lana, "and it was because of you. Looks like you did it again…unintentionally this time, I guess."

"Did what?"

"Came through and saved me…or someone else…at the last second. You're really good at it, in case no one has ever told you before."

Clark grinned at that, still unable to bring himself to ask her how she had discovered he had powers.

"Almost from the beginning," she said as if she could read his mind.

"What?"

"I've known almost since the beginning," she repeated.

"How?"

"Come on Clark, how many times was I, or Chloe, or Lex or your parents or somebody else in some kind of danger and things just seemed to turn out okay and, lo and behold, you just happened to be there?"

"Good timing?"

"Yeah, in a way," said Lana, "but when all the mutants and monsters started popping up, all of a sudden you were nearby too. I may not be someone with a nose for news and a drive to be a big time investigative reporter like Chloe, but I'm not stupid either."

"I never thought you were."

"I know," she smiled, "that's not the point. You were always so secretive at times…disappearing all of a sudden just as fast as you "happened" to be in time for something bad to be prevented. I used to read some of your comics when we were little Clark, and I noticed how the super heroes always seemed to act the same way in their normal identities. And when I watched "Unbreakable" that cleared it up for me; you pretty much filled all the "rules" they had in that movie."

"Why didn't you ever tell me you knew?"

"Because it was YOUR secret, dummy," she grinned, "and I figured you'd tell me when you were ready. I also never told you that I knew because you would worry a lot about that too. I am a bit of a trouble magnet, you know."

"Actually a lot of it's aimed at me," said Clark, " you and the others get in the crossfire."

"Well, you've got the ego to match," she said with a smile. "Besides, there are so many others with powers around, it was just a matter of time before one would turn out to be a hero, and it looks like it's you."

So that was it. Lana knew he had super powers, but thought he was another of the nearly endless parade of kryptonite mutants. This made things bittersweet all over again, because though she knew about his abilities, their true source was still a secret from her. Could he tell her about his alien heritage now?

"So this school you're going to…it's for heroes in training?" asked Lana.

"Yeah," said Clark, "there's a LOT of other kids there. I've even met the son of the Commander and Jetstream…he's a nice guy, but a little on the shy side."

"Hmmm," said Lana, "now WHO does that remind me of?"

"And that's how I know Warren," said Clark, "we…kind of got off on the wrong foot, but now we're friends. He reminds me a lot of Lex."

"I can see that," said Lana, "but even Lionel Luthor never stole a nuclear missile and tried to create an earthquake to separate California from the rest of the country and take it over."

"Yet," said Clark with a smile.

Lana laughed at that, lighting up the morning even more. She apparently knew all about Warren too, including his being the son of the infamous Baron Battle who was serving a quadruple life sentence in prison for the very crime Lana had mentioned.

"I want you to know something else," said Lana, "after Warren saved me last night…something kind of happened."

"Like what?"

"Well, he had just saved me from that horrible monster and I was still scared and I needed some comforting and we…"

"Hero's reward," said Clark.

"What?"

"Hero's reward," repeated Clark, "that's what it's called at Sky High…my new school. When someone saves a citizen of the opposite sex they're usually very grateful…emotions are high on both sides and sometimes…there's a kiss. It's cool."

"And how many "hero's rewards" have YOU received over the years," teased Lana.

"None really," said Clark, blushing a bit, "I only count the ones I got from you."

"Well, he's VERY good at rescuing and…receiving his reward."

"Whoa, that's a little too much information," said Clark, trying to sound like he wasn't affected by what Lana had just said, but the jealousy from the night before hit him again.

He hadn't counted on Lana and Warren hitting it off so well. Sure Warren was handsome and had charisma, but his saving Lana only made things more in his favor. Clark didn't know how to feel right now. He himself had been sort of seeing Layla, but that was only at school. They hadn't been out on a date or anything…but neither had Warren and Lana.

"So," said Lana, bringing Clark out of his thoughts.

"So?"

"So what do we do now?"

Clark had no idea.

* * *

The pickup pulled up and stopped. Warren got out and stood looking at the imposing edifice of what he had already dubbed "Castle Luthor" the second he had spotted it from the road. 

"You want me to go in there with you," asked Jonathan.

"No, you stay here, sir," said Warren, "I don't think I'll be staying."

"Well, good luck Warren," said Jonathan, "and remember what I said; Lionel is the nasty one, but I still wouldn't turn my back on Lex."

"Thanks, Mr. Kent," said Warren, "I'll be careful."

Jonathan watched Warren walk up to the estate, still fuming himself at what had happened that morning.

* * *

Jonathan and Martha had been up for an hour as they heard the boys stirring upstairs. The morning chores would be done after breakfast, then they'd all head into town for the festival, but the routine was broken by the sound of knocking on the back door. 

It was Otis, the fat kid who was Lex's personal assistant. He was always pleasant enough, but there was something about him that made Jonathan on edge, as if he were looking at a stupid, but very mean little boy.

"Hello, Mr. Kent," said Otis, "I understand you gotta guest stayin' here named Warren Peace?"

"Yes," said Jonathan, "Warren's visiting us for the weekend and going to the festival in town this afternoon. What's your concern in this?"

"Well, Mr. Loothor," as Otis always mispronounced Lionel and Lex's last name, "has a personal invitation for Mr. Peace to come visit him at his estate at his earliest convenience." Otis had said the last part as if he had been rehearsing the lines all morning. He then handed a sealed envelope to Jonathan.

"I'll see that he gets it," said Jonathan, "and if there's nothing else?"

"I'll be goin' Mr. Kent," said Otis, taking the hint as he tipped his round straw hat and ambled down the front steps to the limousine waiting for him. Once there he had to let himself in as Mercy Graves, the Luthors' chauffeur, sat in the driver's seat without even looking at him. Apparently the bad feelings between the Luthors extended to their respective hirelings as well.

"What was that about?" said Martha, who didn't like Otis any more than Jonathan did.

"Lex is getting a little nosey about Warren," said Jonathan, "I don't like it."

"Suddenly very protective of someone you didn't want in your house a couple of days ago," smiled Martha.

"Warren's proven he's a good kid," said Jonathan, "and as long as he's under our roof and friends with our son, I'll be damned before I let any Luthor get their hooks into him."

Jonathan waited until the morning chores were done and Clark had left to meet Lana before he gave Warren the envelope.

Warren opened it and read the note. His features noticeable darkened like a storm cloud had suddenly formed within him. His eyes glowed red with anger, and wisps of smoke began coming off of his clothes.

"What is it?" asked Jonathan, knowing it had to be bad to upset Warren like this,

"What can you tell me about this Lex Luthor, Mr. Kent?"

"First," said Jonathan, sitting down at the kitchen table and indicating Warren should do the same, "call me Jonathan, and second, get comfortable…it may take a while."

* * *

"I think he's here, Mr. Loothor," said Otis as they heard the footsteps approaching. 

Suddenly the large twin exterior doors to the study were kicked open, slamming into the walls as one nearly hit Otis.

Warren entered the study, refusing to look at all the opulent decorations including statues, armor and antiques about the room. He stood a few feet inside the doorway, staring straight ahead at the far end of the study where a massive oak desk sat before an enormous picture window. A high-backed leather chair was between the desk and window and Warren knew who was sitting in it with his back to him.

"He's DEFINITELY here, Mr. Loothor," said Otis.

"Otis, where are your manners? Offer to take his jacket for him," came a voice from behind the chair.

Otis started to do just that, but froze on the first step as Warren shot him a glare that could have very well incinerated the fat kid where he stood if Warren had wanted it to.

"I don't think he wants me to do that, Mr. Loothor," said Otis as he quickly backed away.

"Fine then," said Lex, "just go outside and wait for me to call you. I don't think this will take long."

Otis crept along the wall, trying to stay as far away from Warren as possible as he maneuvered himself out of the study, closing the large doors behind him as he left.

Warren stood still in the room, not taking another step.

The chair turned around, and Warren set eyes for the first time on the young man he had constantly heard Clark comparing him to. While Lex may have been good looking, his pale skin and bald head did nothing to endear him to Warren, and his blue eyes made him look like some kind of dangerous and cunning animal.

"Can I offer you something to drink," smiled Lex, "bottled water...fresh fruit nectar...lighter fluid?"

It was taking a lot of Warren's control to keep from launching a fireball down the little weasel's throat, but he had come to hear what Lex had to say and THEN he would decide if he would walk away from Castle Luthor…or a four-alarm fire.

"I'll take that as a no," said Lex, leaning back in his chair, "but you could at least have a seat while we discuss our…mutual interests and acquaintances."

Warren carefully approached another chair across the desk from Lex and sat in it without relaxing. Having had a father who was a super villain had given Warren a lot of insight into what kind of traps could be hidden all around a place like this.

"I'm assuming you CAN talk," said Lex, "because quiet frankly I think you're carrying this "strong and silent type" thing a little far."

"What do you want?" Warren growled.

"Right to the point. I like that. So I'll get right to it as well." Lex leaned forward in his chair. "I want you OUT of my town and AWAY from my friends."

Warren let a sneer curl his lip as he stared back at Lex.

"I thought this place was called Smallville," he said, "not the Kingdom of Luthor."

"What it's called is redundant," said Lex, "the fact remains you are a threat and I want you gone."

So that was it. Lex had instantly made the same assumption about Warren that everyone else who learned of his history did. He was already tried and found guilty of everything his father had done.

"Or what?"

"Simple," said Lex pulling out a large file folder stuffed with all sorts of material, "this gets delivered to every tv and radio station in the county, not to mention the newspapers. By tomorrow morning your face and history will be plastered all across the state."

It took Warren everything he had to keep from spitting in Lex's face and laughing at him. Thank God he was following his mother's teachings and not the temper he inherited from his dad.

"And just what will everyone learn?"

"Warren Peace…and that IS your real name…the son of Richard Peace, aka the notorious Baron Battle, was seen in Smallville lurking about at the same time a series of strange acts of vandalism and explosions occurred, seeming to coincide with the town's famous Fall Festival. I'm sure EVERYONE will want to find out exactly why you're here and what part you played in all this."

"I came because my friend Clark Kent invited me."

"Clark is a little on the…naive side when it comes to picking people for friends. As one of his friends it's in my interest to make sure he doesn't make any wrong choices."

"Clark's old enough to make his own decisions," said Warren, "but I agree he's capable of wrong choices. He's friends with you after all."

That seemed to hit a nerve with Lex, and he glared involuntarily for a moment before his face became expressionless again.

"And while we're on the subject," continued Warren, "Clark and his parents know full well who my father is…so does Lana."

That REALLY hit Lex the right way, and Warren knew he'd found Lex's soft spot.

"You hand that over to the media, they'll be all over the Kents wanting to know how and why they would open their home to someone like me.

"Here's an exclusive just for you, cue ball," said Warren, not caring or afraid to get down in the gutter to fight, "I met Clark at school. He approached me knowing full well about my father's past, and he wanted to be friends with me. He reached out to me when everyone else shunned me or hid their eyes in fear. Sound familiar?"

Lex had not expected that. He was too used to dealing with corrupt people with secrets to hide for so long to realize that he was now facing someone who was ashamed of the past, but not afraid of it. He also now knew he had been doing something he himself had been on the receiving end of; prejudice because of someone's lineage.

"I wish Clark was here right now," said Warren, "because I really wonder how he would react to this? Sure, he might like that you want to protect him, but face it; you acting like this makes me think you look at him like a mentally challenged kid…or a pet."

"Clark is my friend," said Lex, "he's…probably my only friend."

"And let me guess, you don't want to share."

"It's not like that."

"Rich boy who's had everything handed to him his whole life, and when it wasn't he'd take it any way he could? You've gotten very wealthy on your own Lexy, and I can just imagine how you did it."

"Everything I've done has been totally legal."

"Legal, maybe. Let's try for moral and ethical. THAT'S where I think Clark and his dad would be very interested."

"Don't you dare try to judge me," hissed Lex.

"Why not? You've done it to me. You instantly thought I was some threat to your precious little kingdom and your relationship with Clark…whatever it is. You judged me on my dad's past and you should know what that's like.

"You know, I'm glad Clark isn't here to see this, and I'm not going to tell him either. That's because all I've heard from him was how he wanted the two of us to meet…he thought we'd be instant friends because we had so much in common. This would break his heart, and frankly you're not worth it."

With that Warren got up from the chair and turned around to leave. He stopped for a moment in front of the huge open fireplace and, giving in for a moment to his anger, hurled a fireball into the fireplace, where it ignited the wood into a blazing fire. He turned to look at Lex for a moment, slowly shook his head as if he either felt sorry for him or was disgusted by him, then left. The echoes of his footsteps could be heard as he went to open the study doors and left Castle Luthor.

Lex sat for a long time after Warren had left, thinking about what he had said. Finally he rose from his chair, took the file and walked over to the fireplace. He then threw the file in and watched it burn in the flames. He stared as every bit of his gathered evidence against Warren burned to ashes.

He had wanted to rage. Grab the fireplace poker and destroy something no matter how valuable it was. He needed to release what was boiling in him, something that he couldn't deny.

Warren had been right. Lex had let his worse nature guide him in all his actions the moment he learned of Warren's presence. He had seen a threat to his property…and that included Clark and Lana. This whole thing had made Lex take a long, hard look at himself, and he did not like what he saw. Despite his efforts, he was becoming like his father Lionel.

Now he had made an enemy of a potential friend, one who could have understood him better than possibly anyone else in the world…and helped him to truly avoid what was happening now. He had also jeopardized his friendships with Clark and Lana all because of…what? His need to be in control? His drive for power? His fear of being alone?

"I'll find a way to make this up to you," Lex said to the images of Clark, Lana and Warren that he saw in the flames, "somehow, someway…you'll all be proud of me."

* * *

Clark climbed up to his loft in the barn where he found Warren sitting, staring out the window at the fall colored countryside. He walked over and sat down beside his friend. 

"I'm sorry about what happened with Lex," he said. When he had come back from talking with Lana he found his dad and Warren were gone and his mom showed him the note that Lex had sent Warren.

_I know who you are. I know who your father is and what he has done. It would be in your best interest to come meet with me. Do not tell Clark or his parents. They might not take the news of your lineage so well._

When they came back Jonathan had come into the house while Warren had stayed outside, eventually going into the barn. Clark had wanted to go out and talk to him immediately, but his dad suggested that he wait and let Warren be alone for a while.

Two hours had passed, and Clark had felt it was enough time. Warren had a bad habit of brooding, and that was the last thing he wanted his friend to be doing when they should have been out enjoying themselves.

"It's not your fault," said Warren, continuing to look out at the beautiful landscape, "I guess we were too much alike…that's why we didn't get along."

"But Lex never gave you a chance. And I still have no idea how he found out about you and why he threatened you. Maybe if I go and talk to him…"

"It's over Clark, let's just drop it," said Warren as he finally looked over at Clark, "I guess I should have known there'd be one jerk in Smallville."

"Don't let it ruin the whole weekend for you. Let's get to the Festival, the parade should be over and the carnival started. I promised Lana we'd meet her there."

News of Lana's presence seemed to perk Warren up, and Clark was glad for that. He knew Pete and Chloe would be there too, and it was time to show Warren that all his friends weren't like Lex.

To be continued

**Next:**

**What's been going on back in Maxville while Clark and Warren have been in Smallville? Will has been making some new friends who are as nice as Lex and his dad.**


	6. Chapter 6

**We're Not In Kansas Anymore**

**Chapter 6**

**"Will To Power"**

Will Stronghold was not a happy young man.

Sure, he was still the son of two of the most famous super heroes in the world, and he was going to Sky High, and he had a lot of friends.

But he wasn't happy.

Will Stronghold had no super powers. None. He wasn't super-strong like his father or able to fly like his mother. He couldn't do anything…except be a target for bullies and future villains.

It was perfect training to be a sidekick.

And that was exactly what Will was going to end up being. A sidekick. The minor powered or totally non-powered assistant to a super hero.

"Hero support" was the politically correct term for it.

Either way it sucked.

And the way things were going, Will had a sickening suspicion who he would ultimately end up being the sidekick to.

Clark Kent.

Will hated him.

Maybe hate was too strong a word. After all, Clark had proven time and again how great a hero he was going to be. Though a freshman, Clark came with an already impressive record of having kept his small Kansas town safe from a wide number of criminals and evil super powered beings. He had even saved Will from being incinerated by Warren Peace, then befriended Warren and the two of them defeated Lash and Speed to free all the sidekicks from any more bullying that year. All that and they were still not close to Homecoming yet.

Then there were all the times Clark and Warren sat together at lunch, surrounded by the sidekicks. Clark talked and laughed with them while Warren acted like he was ignoring them, but was probably eating up all the attention. But what galled Will was that his own friends were right amongst their followers. Zach, Magenta, Ethan and worst of all, Layla.

He had seen the little looks passing between her and Clark. More than once he had found them talking in the halls or out by where the busses were waiting to take the kids home at the end of the day and when he came up they stopped. He thought for sure that he had seen a blur moving outside a couple of evenings ago, and was certain it had to be Clark moving at super speed to come see Layla who lived next door.

Didn't Clark have enough? He already made history as the first freshman to be the reigning Save the Citizen champion. He was popular with everyone and using that to bridge the gap between heroes and sidekicks. He supposedly helped reform Warren Peace and now…now he was after Will's girl.

But Layla WASN'T his, was she? He had even denied it himself on the bus in front of everyone the first day of school. They were only friends…but now what? Will didn't know what to do anymore. It felt like Clark had just appeared out of nowhere and was taking everything that was supposed to be his; his future as the successor to his super hero parents, his friends, and now…her.

Everyone still said they were friends with Will, but he felt so lonely at times. How could they be his friends if they sat with Warren, an obviously dangerous psychopath who was out to get him? Even with Clark around what were the chances of Warren just snapping some day and incinerating everyone? Didn't they understand?

But there was one person who did seem to understand Will.

Gwen Grayson.

The student body president, senior class president and most popular girl in school, she had made honest efforts to get to know Will. She had gone out of her way to talk to him, find out how he and his parents were doing, and even wanted HIM to be the representative for the freshman sidekicks on the student body committee. Will always felt tongue-tied and shy around Gwen, but she was patient with him and laughed at his silly mistakes in a friendly, non-judgmental way.

It felt like she was the only real friend he had at times.

On that particular Saturday that Warren was in Smallville with Clark, Will got an interesting phone call.

It was Gwen. She said that she would like to come over as she had discovered something that would make things better for everyone at school, something that would totally revolutionize the caste system that Clark was already fighting against.

Will was more than happy to help. If it was for Gwen, and could actually be something that could outdo Clark, it was worth hearing about, at least.

Gwen sat in the front room, looking stunning in a light red dress that was perfect for the warm fall day. She was sorry that Will's parents were off on a mission as she had wanted to meet them, but that could wait.

"What if I told you," she said to Will, "that I have found a way to help the sidekicks, even the non-powered ones like you, become full-fledged heroes?"

"That would be great," said Will, becoming lost in her beautiful blue eyes.

"I mean it Will," she said, "a means where everyone is equal…no more being afraid of bullies or shunned because of having powers others classify as worthless or weak. Where the number of heroes would increase to fight off the evils of the world."

"That…IS something," said Will, finding himself actually intrigued by what she was saying. He also couldn't get enough of the scent of her perfume, breathing deeply to inhale its fragrance.

"I knew you would want to help," said Gwen, suddenly very close to Will, their noses almost touching, "I knew the son of such great heroes would have it in him to help ANYONE in need."

"That's me," grinned Will nervously, "always here to help."

That was when Gwen kissed him. Will had never actually kissed a girl before…not on the lips anyway. He found the sensation strange, yet fascinating, as stars and fireworks lit up his world and the only sound was that of his banging heart.

"But," said Gwen, "I hope I can trust you with what I have to tell you."

"Sure," said Will, "I can be trusted."

"Maybe," said Gwen, "if I knew you also had a big secret you could share with me in return. Wouldn't that show how much we truly trusted each other? And wouldn't it be…more romantic?"

Will's head was swimming. What secret could he possibly have that no one else knew? Everyone already knew he was powerless, and they knew his parents' real identities, so what could he…then it hit him. A secret his dad had revealed to him the first day he came home from Sky High, something he knew he could trust Gwen with.

"Here it is," said Will, "the Secret Sanctum."

They were in the underground complex that served as the headquarters for his parents, the Commander and Jetstream. It had numerous scientific gadgets, a large monitor screen, even a pinball machine and a pool table. Other areas branched off into other parts of the sanctum, but Will knew he had shown Gwen all he needed to from the expression he saw on her face.

"It's…it's remarkable," said Gwen, her eyes wide with fascination.

"That's my dad's trophy area," said Will, "where he keeps mementos of his greatest battles. There's King Kamayamayhem's surfboard, Ticranium's head…though I have no idea why he would want that…one of the Mandarin's rings he's holding for Iron Man…a copy of Sub-Mariner's trident…some kind of energy lance from the planet Apokolips…"

"What's that?" asked Gwen, pointing to a large, apparently broken ray gun.

"That's what Dad called "Royal Pain's Pacifier."

"Royal Pain? Never heard of him."

"I guess he was supposed to be my dad's archenemy…though I thought that was Warren's dad Baron Battle. Anyway, he got blown up somehow when the pacifier exploded while he was fighting my parents. That's how they met."

"Romantic," said Gwen, "him rushing in to save her from the evil villain…"

"Actually it was the OTHER way around," grinned Will, "she saved him and Mr. Boy…All American Boy I mean…from getting zapped with that ray gun."

"What does it do?"

"Dad had no idea," said Will, "probably something lame…a lot of villain weapons do that."

Gwen then turned fully to Will, taking his full attention.

"This is all great," she said softly, 'but this is the past. It's time we started talking about the future…OUR future."

Will felt a chill go down his spine at the last part and could swear he felt a momentary breeze behind him. He turned to look back at the trophies, but everything was exactly where it should be…it was probably just a draft.

"Now that I've seen your home, it's only fair you see mine" said Gwen. "I've got to go now, but why don't you drop by about four this afternoon? Here's the address and my phone number in case you need it." She then handed him a slip of paper.

"Sure," said Will, "I'll see you then."

He then escorted her out of the Sanctum and back to the front door where she paused for a moment to give him another kiss, this time on the cheek.

"Until this afternoon," she smiled as she left.

Will stood in the doorway, watching Gwen walk away until she was out of sight. He still had no idea what her big revelation was, but he was very interested in her…interested in IT…right now. But first, he felt the need for a long and very cold shower.

A few hours later Will stood outside of Gwen's modest looking brick home. It looked nice enough, but then so did his home. That was the most important part of having a secret identity, trying to blend in as much as possible. It also gave a semblance of normalcy for the people who lived there as well.

The front door opened and Will was met by a funny looking little bald man with thick glasses who looked disapprovingly at him.

"You're not that boy with the six hands, are you?" asked the little man.

"Uh, no sir," said Will, "I'm Gwen's friend Will, she asked me to come over."

"Ah yes," the little man smiled, but he still seemed unfriendly "the Stronghold boy. Come in, come in."

Will did as he was told. The inside of Gwen's house was nicely furnished, especially since she claimed only her father was still alive and was "retired". Apparently he had made quite a bit of money, because there were furnishings that even Will's rather well off parents couldn't buy. Will also noticed a lot of mechanical gadgets scattered about, but that was to be expected of someone who was a technopath, able to create and manipulate technology with her mind.

Will looked at some of the pictures on the walls and noticed a few were older ones of a rather drab looking girl with frizzy hair and thick glasses who looked like she didn't know how to smile. He noticed the resemblance and thought she must be Gwen's deceased mother. Apparently there was a recessive "good looks" gene in the family because neither of Gwen's parents was attractive in any way. Maybe that was what brought them together.

Will also saw a picture of a very dapper dressed man with a superior look on his face, complete with a raised eyebrow and a slight sneering smile.

"That's my cousin Jack," said Mr. Grayson, noticing Will's interest, "he was…in the business until a short time ago. Sadly he died at the hands of his arch enemy."

"Was he from around here?"

"No," said Mr. Grayson, "he worked over in Gotham City."

"Daddy," said Gwen, seeming to appear out of nowhere, "why don't you go get some refreshments for us while I show Will around?"

Mr. Grayson raised a an eyebrow at Will as if to warn him to not try anything with his daughter, then turned and went into the kitchen as Gwen approached Will and took him by his hands.

"I'm so sorry about that," said Gwen, "Daddy and Jack were close and it affected him a bit when he died."

"I understand," said Will,

"Here," said Gwen, "let me show you to my workroom. It's where I hone my powers and work on new gadgets."

Will entered ahead of Gwen to find a room filled with technological wonders of all shapes and sizes, and bins containing different odds and ends of electronic equipment and components that she could reshape to her needs. She was showing Will some of her knickknacks and he was only half-hearing her as he was instead engrossed with watching her. They were interrupted by the return of her father.

"Here we go,' said Mr. Grayson as he brought in a tray holding two large glasses of ice tea and a plate of open faced peanut butter sandwiches with smiley faces made of raisins. Will didn't notice how Gwen shot her dad a dirty look while he smiled devilishly and stifled a snicker.

"Thank you Daddy," said Gwen, resuming her calm face, "why don't you putter around in your playroom while I entertain Will."

Her father nodded, and quietly left as Gwen returned her attention to Will, who was already eating one of the sandwiches and drinking some tea. Gwen only smiled.

"Sorry," said Will, "guess I was a little hungry."

"That's okay," said Gwen, "I'd be a poor hostess if I kept you from enjoying yourself. I must say you have quite a healthy appetite."

"Yeah, I guess so," said Will, but in truth Will had noticed he had started eating a lot more since that first day at school when everyone found out he had no powers. He had actually gained ten pounds, none of it muscle, and started wearing looser than normal shirts so no one would notice. Not that anyone seemed to really notice him much anyway.

"Woo," said Will, "I feel a little tired all of a sudden. Maybe I better go home."

"No," said Gwen, "why don't you lay down on my bed? You look like you could use a little nap."

With that she led him to her bedroom that was made up in varying shades of pink, except for one wall that was dominated by a huge, full-length mirror.

"Now you just relax," she smiled, "a little nap will make a new man out of you."

"Well, maybe," said Will, feeling more tired by the minute, "if you're sure your dad won't mind."

"I'll take care of him," said Gwen, "you just lay down and get some rest."

Will did as he was told, and stretched out on the comfortable canopied bed. In moments he was fast asleep.

Gwen smiled and then went to her walk-in closet, where she reached into the back wall and touched a hidden button, opening a secret panel. She then entered her real lab, which looked like something from a science fiction movie. On one particular table rested the damaged pacifier that Speed had retrieved from the Secret Sanctum, replacing it with an exact duplicate in the blink of an eye.

Speed, along with Lash and Penny, had watched the entire exchange between Will and Gwen through the two-way mirror that looked into Gwen's bedroom.

"What's HE doing here?" said Lash, glaring at the skinny sidekick who was now loudly snoring.

"He's here because it is the next part of my plan, you anthropomorphic inner tube, or have you forgotten?"

Lash shook his head, but wondered why Gwen always liked using big words when it was just he, Speed and Penny around. It was like she was a lot older than they were or something.

Gwen went over and retrieved a small box she had on her lab table, smiling from ear to ear at what she held. With this she would ensure Will's total loyalty, and be well on the way to getting her final revenge on the school she hated so much.

"What's that?" said Speed, noticing the glint in Gwen's eye.

"Something I learned about while doing a little research on our friend Clark. While I was using my powers to access the school's database of information on all the students, I was able to bypass the security locks on Clark's file. I learned how he has all that experience fighting supers like us despite being so young. It seems quite a few people were powered up by a strange element that arrived in the form of meteorites that rained down upon the town of Smallville a few years ago. I believe Clark is one of those people who decided to waste his vast talent by being a secret super hero, and somehow gaining the attention of the administration of Sky High."

"And how will this stuff help us?" asked Lash.

"If it can bequeath super powers to ordinary humans…what will it do to someone who already HAS powers…or the potential for them?"

All three started smiling as the realization finally dawned on them.

"So we're going to use this stuff to make US more powerful?" said Lash.

"Don't be stupid," snarled Gwen, "remember, this is a radioactive isotope never before encountered and its far reaching effects are unknown. While it may be tempting to increase or add to the powers we already have, I have no intention of waking up one day with a new form of cancer.

"No," continued Gwen, looking through the mirror at Will as he lay sleeping in the next room, "not when we have a perfectly willing and expendable guinea pig."

"So how did you get it? There's no way you could have gone to Kansas, found some of the stuff and gotten back without us knowing it," said Penny.

"Let's say I have…a connection…who was as interested in my little experiment as I am."

With that Gwen opened the box, and a strange green glow filled the room as she pulled out a small vial containing a liquid that was giving off the glow.

"So that's the stuff?" asked Speed.

"I believe the proper name for it is…kryptonite." Gwen replied.

To be continued

**Next:**

**What is Gwen's plan? Will the kryptonite really give Will the power he secretly wants and, if so, what will he DO with it? Next Monday morning is going to be very interesting for everyone at Sky High.**


	7. Chapter 7

**"We're Not In Kansas Anymore"**

**Chapter 7  
"Be Cruel To Your School"**

It was a sunny fall Monday morning at Sky High. The place was filled with kids talking about what they had done over the weekend, complaining about homework assignments, and the general stuff teenagers did.

Suddenly over the loudspeaker system Principal Powers made an announcement that a special assembly was to be held in the gym in ten minutes, and that all students and faculty were required to attend. Everyone was surprised as such things were usually known in advance, and even the teachers were not aware of this assembly. Nonetheless everyone started filing into the gym.

Clark met up with Layla just before he entered the gym, and they stopped to talk for a moment. Clark noticed that Layla looked a little worried, and asked what was wrong.

"Will didn't get on the bus this morning," she said, "I'm worried because I couldn't get hold of him all weekend, and neither could the rest of the gang. If he was sick I'm sure he would have told me, and I know his parents were away on a mission all weekend but I don't think they took him with them."

"If we don't see or hear from him by this afternoon," said Clark, trying to reassure her, "I'll go with you to his house after school and see if we can find out what's going on."

"Thanks, but you don't need to do that. I don't want you to miss your bus and I know it's a long way to your home in Smallville."

"Don't worry about it," smiled Clark, "it's only a couple of hundred miles…I can run there about as fast as the bus flies anyway. Besides, you and Will are friends."

"Yo guys," said Zach as he ambled up with Magenta and Ethan, "what's the 411 on this big powwow?"

"Nobody seems to know what's going on," added Ethan, "nobody's even seen Principal Powers all morning either, so why would she make an announcement like that?"

"You don't think it might have something to do with Will, do you?" asked Layla with a worried look on her face.

"Nah," said Zach, "maybe they're going to make some announcement about Homecoming. It's coming up pretty soon."

"Yeah," said Magenta, "I'm sure the whole school has to turn out to hear about a lame dance where there's a lot of old music from the 1980's and the punch sucks."

"Somebody was sure looking forward to it the other day," said Zach, drawing a venomous glare from Magenta.

Clark smiled at the odd couple. They seemed such opposites, but they complimented each other perfectly. Out of all the couples he had seen at school, he was sure Zach and Magenta would end up the first one engaged.

But the thought of Homecoming made Clark realize that he had to give serious consideration to whom he was going to ask. He was wanting to ask Layla so much, but knew it wouldn't be right at this time with her so worried about Will.

Once inside the gym Clark sat with the sidekicks, avoiding the cliques that had formed even amongst the seating on the bleachers. He felt more comfortable around his friends anyway, and was soon joined by Wally and Warren, who still sat a little ways off by himself, but it was clear whose company he preferred.

On the floor of the gym was a podium with a microphone, along with several folding chairs that were empty save for the ones holding Coach Boomer, Mr. Boy and Gwen Grayson, who was wearing a strange looking small backpack.

Once it appeared that everyone was there, Coach Boomer stood up and used his sonic voice to still the crowd.

"ALRIGHT, QUIET DOWN," he bellowed, "WE'LL START AS SOON AS PRINCIPAL POWERS GETS HERE!"

A strange tune of "Disco Inferno" began playing, causing Coach Boomer to pull out his cell phone and answer it. He talked quietly for a moment than hung up.

"THAT WAS…" he started before Mr. Boy politely reminded him that there was a microphone handy and that he could use that and spare everyone's ears. Boomer shrugged his shoulders and used the mic.

"That was Principal Powers," he restated, "she said she will be a few minutes late and that we should start the assembly. So without any further ado, here's your student body president, Gwen Grayson."

Most of the crowd cheered as Gwen rose with a smile and approached the podium. Clark and Layla were both still busy looking around for Will, and Clark noticed Penny was standing next to one the doorways. Then he saw her next to another doorway. Then another. Apparently there was supposed to be some kind of spirit drive as well, why else would the one-girl cheerleading squad be scattered about like that?

"My fellow students," said Gwen, "I come before you today with news heralding a new day for all of us in the super hero community. A day that shall always be looked back on and never forgotten, for it is the beginning of a new age.

"I present to you someone that you all know…someone who has had a change of great significance in his life that will, in turn, bring about one in all of ours."

Suddenly a figure flew through one of the doorways, swooping and diving all over the gym before he descended next to Gwen with a perfect landing.

It was Will. He was dressed in a tight black bodysuit that showed he had somehow gained a good twenty pounds of solid muscle, and wore wraparound sunglasses that concealed his eyes. He stood there with his hair slicked back and was unsmiling, which made him look even more alien.

"What's with the Matrix outfit?" whispered Zach.

"You all remember Will Stronghold…formerly the powerless son of the Commander and Jetstream? I have found the means to unlock his full potential, and as a demonstration…"

Fast as lightning Will flew up into the air, then dived straight down…at Clark.

Before he could react, Will slammed into him with such force that they both smashed through the bleachers and into the gym equipment storage areas below, nearly going through the solid concrete floor.

"Don't panic," said Gwen, "it's just two boys blowing off some steam."

Below could be heard the sounds of impact, smashing wood, crunching concrete and shrieking metal. Even the senior students were getting nervous about the sounds of the fury going on underneath them.

Warren and Wally started to make their way through the kids to get to the hole and help Clark, but a blur knocked kids aside and slammed into Warren, sending him flying to fall to the gym floor. At the same time two hands stretched on the end of black and white striped arms to grab Wally and whip him around to slam into the floor next to Warren. Both lay stunned.

"Alright little lady," said Boomer, putting his hand on Gwen's shoulder, "you better get Stronghold back in line before…"

"Get your hand off me," snarled Gwen as an electrical shock from her backpack sent Boomer flying to impact with one of the concrete columns. He lay there dazed for a moment, then saw Gwen standing over him with a sneering smile on her face.

"Still playing the big man like when we first went here," she said, "all these years and you're still a big jerk, Tommy-Boy."

Tommy-Boy? Boomer hadn't heard that name in years, and the only one who ever called him that was a smart-mouthed little sidekick named…his eyes went wide as he remembered.

"Gee," said Gwen, going all pouty, "I guess the jig is up, eh? In that case…"

The backpack Gwen was wearing seemed to burst apart, and then it wrapped around and reformed onto her body as it became a suit of powered armor with a distinguished headpiece resembling a crown.

Mr. Boy went white as a sheet as he recognized the armored form standing before him. The suit was different colored and had a more feminine design to it than before, but there was no mistaking it.

"Royal Pain," he whispered as the form turned to regard him.

"That's right Johnny," said the armored girl in a synthesized voice that reeked of evil, "and I have one more announcement to make."

With that she turned to the stunned assembly as the doors to the gym suddenly slammed shut and were locked on the outside by the Pennys.

"Okay everyone, NOW you can panic!"

Then the hidden gas bombs started going off.

* * *

In the rooms below, Clark rose up after his descent had stopped thanks to the concrete floor. He started to get to his feet as Will hit him again, forcing him down and beating on him with his fists. Clark finally managed to throw Will off him, sending him flying to slam through a metal rack holding a series of iron weights. 

Will rose up unharmed, but minus his dark glasses to reveal his eyes were now a deep green in color.

"Oh Will," said Clark, feeling horrible for his friend, "what did she DO to you?"

"She made me strong," said Will, glaring at Clark with his glowing green eyes, "strong enough to make you pay for what you've done!"

Will hurled a two hundred pound barbell plate at Clark like it was a frisbee, but Clark caught it.

"Will," said Clark, trying to get through, "I'm your friend. I don't want to fight you."

"YOU'RE NOT MY FRIEND!" Will roared, "you took EVERYTHING from me! You took my friends…all everyone ever talks about is you becoming my dad's successor…EVEN HIM! And then…you're trying to take Layla from me!"

"Will," said Clark, trying to speak calmly, "I AM your friend. I'm sorry people keep saying that stuff about me…I hate it too. I don't want to take your place with anybody…Layla and I are just friends."

"LIAR! I see you two talking all the time…you want her for herself!"

Clark wondered if that was true. He was certainly attracted to Layla, and he had thought about her a lot, but he had not acted on any of it because he didn't want to jeopardize his friendship with either her or Will. But all Will saw was Clark trying to take Layla away from him.

"Will," said Clark, "most of the time we're talking about YOU. We're both…all your friends are worried about you. Let me help you."

"Only Gwen has helped me," said Will, "she's my only friend…she's the one I love…"

"Love?" said Clark, "Will, she's turned you against your friends and pumped you up with a radioactive isotope from another planet. I've seen what kryptonite can do to people…some it gives powers to but others it kills in horrible ways. Let me help you before it's too late."

"It's already too late…for you."

Will flew through the air at Clark again, but he dodged at super speed and hit Will with the iron plate with such impact it wrapped around his head. Will struggled for a second then tore the plate off like it was made of tin foil.

He actually snarled as he turned on Clark, hate filling his eyes as they started glowing even brighter, and Clark was frozen in place as if he were hypnotized. Then twin beams of green energy shot from Will's eyes, hitting Clark in the chest and causing him to cry out in agony.

Clark fell to his knees, his chest burning with fiery cold where the beams had hit him. He looked up to see Will standing over him, his boyish face twisted into an animal like snarl. More eye beams struck Clark, sending jagged shards of pain through him as he finally crumpled to the floor, soaked in sweat and barely able to breathe.

* * *

The entire gym was awash in a strange green gas, making everyone gasp and choke. Then something else happened. They all started laughing. 

Safe in her sealed armor with her personal air supply, Gwen watched in smug glee as she saw the super powered students begin to succumb to the affects of the gas once used by her "dad's" infamous cousin Jack Napier. Of course his formula had been lethal, but Gwen had made changes so that it only incapacitated people, as she didn't want to kill anyone. For all her crimes, she was no killer.

Besides, there was no profit in it.

She turned to see that Wally had already succumbed to the gas, having been tied down by Lash who was wearing a gas mask and using his own stretchable arms and legs. Nearby Warren was unconscious, Speed having not taken any chances and again pulled his vacuum stunt on him before he had gotten a chance to get to his feet after being hurled to the floor from high up in the bleachers.

Now it was time for the coup de grace.

She pressed a button on the podium and it opened up to reveal a strange looking device the size of a crossbow. She easily lifted it with one hand, marveling at how all the advances in technology over the years had resulted in miniaturization of key components to the point that she no longer needed the bulky howitzer sized version of her pacifier weapon she had created literally a lifetime ago. She had forgotten so much of its creation due to her having been it's accidental victim so many years ago, so she had had Speed steal it from the Secret Sanctum while she distracted poor little distraught Will.

She then activated her weapon, zapping first Wally then Warren and watched as they grew younger and younger, finally becoming infants. She then turned her attention on the other students, some of whom were shaking off the affects of the weakening smilex gas. These she targeted first, and then went on to hit entire groups by flipping the setting of the ray to "wide angle", an improvement she had thought of at the last minute for maximum effect in a crowded area. Soon the gym was full of nothing but crying infants and the untouched sidekicks who were all lying around unconscious.

She saved the last blast for Boomer, relishing his now infantile cries as she remembered all the times he had made so many young sidekicks cry when they were going to this wretched school. The main door to the gym flew open, and her "dad" came bounding in, once again clad in the bright harlequin costume he had not worn in years. He laughed maniacally as he saw the results of the grand plan's fruition.

"I told you Cousin Jack's gas would work perfectly for this," he grinned at his "daughter", "See? Daddy knows best."

Royal Pain rolled her eyes behind her visor. She just wished the giggling buffoon who had been her sidekick all these years would quit rubbing all the father and daughter references in her face. She would do something to take care of that once this was all over.

"All right," she said to Stitches, Lash, Speed and the six Pennys, "you all know what to do, so move it! I want to be out of here in five minutes!"

Moving swiftly the villains began gathering up the crying babies and taking them to a specially prepared transport that Stitches had flown up to the school. While they did that, Royal Pain approached Mr. Boy as he slowly looked up and focused on her.

"You should really thank me for this, Johnny," said Gwen, "you can teach the next generation of heroes that I have left you. I never wanted the sidekicks to begin with…they have suffered enough for all the indignities heaped upon them by these so-called heroes.

With that the bleachers suddenly exploded as Will and Clark smashed up into the gym. Though he was on his last legs Clark was fighting valiantly, but stopped when he saw what had happened. His eyes widened in shock as he recognized the armored form of Royal Pain from his younger days of reading comic books and watching the special reports on television.

"Hello Clark," came the voice of Gwen as she deactivated her voice synthesizer, "I'm glad to see that Will was able to keep you busy while I completed my little assembly. And, just to make sure my collection is complete…"

She brought the barrel of her pacifier up, aiming at Clark.

"Will," gasped Clark, "don't you know who she is? She's your dad's old enemy Royal Pain…you've got to snap out of it and stop her before…"

That was as far as he got before the energies of the weapon hit him, working their way on him. At first there seemed some resistance as his alien body tried to fight off the effects, but eventually he too succumbed. In a moment a little black haired baby boy lay on the floor in a pile of clothes.

"Royal Pain?" Will was struggling to get his mind cleared. He knew that something had been wrong with his thinking for the past couple of days, like he was groggy from cold medicine or something. He focused on the baby that Clark had become, and then looked to see the last of the other babies being carried out by Lash and Speed. He also saw all of his friends lying scattered about, unconscious. When his eyes fell on Layla, his finally snapped out of it.

"You lied to me," he said as he turned towards Gwen, who had raised her visor to reveal her face. There was no longer any need for a disguise, after all.

"You tricked me. You turned me against my friends…pumped me up with...whatever that stuff is…but now I see. Royal Pain…you were my dad's worst enemy."

"News flash, Einstein," sneered Gwen, "I STILL AM!"

She then blasted Will, who tried to fight off the energies of the ray but succumbed like Clark. When the light vanished, another crying infant lay on the floor, ready to be taken away.

"I am SO glad I didn't waste all the kryptonite on Will," smiled Gwen as she checked the last reserves of the alien energy she had used to power her device. She had thought it wise to do so just to make sure the device would work on Clark.

"Yeah!" cheered Lash as he, Speed and Penny gathered around the last two babies, "That'll teach'em to mess with us!"

"Are all the others aboard and secured?" Royal Pain asked her minions.

"Yeah," said Penny, "I pulled all my duplicates back in, so let's get these last two and book."

"Actually," said Gwen, "it's five."

"Five?" said Speed, "but there's just these two ...hey, what are you…"

Still set on wide angle, the pacifier claimed its last three victims before any of them could move. Two more baby boys and a baby girl now lay crying amongst the piles of clothes.

"I told you I didn't like anyone that picked on sidekicks," she said to the pouting little villains, "besides, this way there's more profit on two fronts…I make even more with three extra super babies and I don't have to split it with you."

Stitches cackled like a mad hyena as he pushed in a stroller and loaded his former compatriots in as Gwen gently scooped up Clark and Will in her armored arms, holding them tenderly as if they were her own.

In a minute they were in the transport, with all the babies safely secured. Gwen sat in the front seat next to her first two victims; a pudgybaby girl formerly known as Principal Powers, and the still bigheaded and able to talk baby Mr. Medulla. It had been so easy to catch the two of them alone and unprepared for such a sneak attack. Once they were out of the way Gwen had used her voice synthesizer to mimic Principal Power's voice and first lure everyone to her assembly trap, then trick Boomer into keeping them there.

"I do love it when a plan comes together," Gwen smiled as she relaxed in her seat.

"You'll never get away with this, you fiend," squeaked Baby Medulla.

"Ever the traditionalist, eh Myron?" she replied. "Here, suck on this."

She then jammed a real pacifier into his mouth, and he squawked for a moment or two then began happily sucking on it.

"Mmmm, binky." He cooed.

"Attention passengers, this is your driver speaking," said Stitches as he put on a Ralph Kramden style bus driver hat, "please return your trays to their upright positions and make sure your restraints are fastened. Thank you for flying with Crazy Clown airlines where our motto is…"

"JUST GET US OUT OF HERE!" roared Gwen.

"Please do not talk to the driver while the vehicle is in motion," started Stitches before Gwen reached up and smacked him in the head. He then shut up and started the transport.

As quiet as a ghost, the vehicle rose straight up into the air, then took off at Mach 2 speed as the cloaking device activated. No one would see or hear them now.

Gwen sat back and activated the cell phone built into her helmet. She was so glad she had been "reborn" into this time period with all its wonderful gadgets she could never have dreamed of by herself. She had been ahead of her time, when no one knew what a technopath was, and was relegated to sidekick status where she experienced first hand the indignities heaped upon those the so-called "superiors" deemed as unworthy to be super heroes. Now they would have no choice…an entire generation of their precious perfect ones was about to vanish off the face of the earth, so they would have to embrace the "second stringers".

The one she was calling answered his phone, and she disposed of the usual pleasantries to get right to the point.

"It's Susan," she said, using her real name, "I've made the pickup and everything is set. I'll see you tonight at the agreed upon time and place."

She paused as she listened to his response.

"Yes, I've been looking forward to this for a long time too. I'll see you tonight Mr. L…" she paused again, then smiled at his statement, "very well, I'll see you tonight…Lionel."

To be continued

**Next:**

**AAAHHHH! The villains have WON? Well, Royal Pain has anyway. And did you REALLY think we'd seen the last of Lionel Luthor? How could things get worse? How about TWO MORE villains getting involved…or maybe it's THREE? But don't worry kids; help is on the way from some very unlikely sources.**


	8. Chapter 8

**We're Not In Kansas Anymore**

**Chapter 8**

"**A Gathering of Vultures"**

Susan Tenny, aka Gwen Grayson, aka Royal Pain was on pins and needles with excitement. The years of hard work, scheming, and preparations were about to finally pay off. In a matter of minutes she would play host to a select few who had been insightful enough to recognize the opportunity she was giving them.

But there had been those who had refused…those who either mocked her achievement or insulted her with their meaningless replies. In the days ahead they would learn the extant of their folly, just as those who had treated her so badly all those years ago would as they started searching frantically for their vanished children.

Susan looked at the makeshift nursery that she had made for her temporary charges. Each crib held an individual super being that had been reduced back to their infancy through the wonder of her pacifier. Each crib was marked by the name of its occupant, as she had been meticulous about identifying each victim; she wanted to be sure the right one was who she claimed they were.

Each baby had been cleaned, changed, fed and burped thanks to the efforts of Stitches and the Nanny robot Susan had built to help care for the babies. Now the babies were either asleep or playing quietly with soft toys in their crib. How utterly innocent and sweet they were.

Each one would be worth a fortune.

For that was what Gwen intended to do. She was going to auction off each super baby to the highest bidder so that the buyer would have their own personal super beings to serve them as they saw fit. Originally she had toyed with the idea of raising the babies herself to create an army of super villains loyal to her, but she wasn't going to waste her renewed youth and beauty caring for a bunch of kids, not when she could get stinking rich and live life as she had always dreamed of.

She again looked at some of the responses she had received to her invitation.

_Your plan is as infantile as the babies you seek to pawn off on us. Call me when you are mature enough to see the folly of such actions…Dr. Doom._

_If you don't have any mutants, I'm not interested…Magneto_.

_Harm one hair on my son's head and I shall make your final days an unending nightmare of agonizing pain so that Hell itself will seem a relief…Baron Battle._

Susan knew better than to take the threat lightly. She remembered Richard Peace all too well from their days together at Sky High, and the Omega-class Native American once-hero was NOT someone to cross. That was why Warren was one of the two babies not for sale; he would be safely placed to the side until she and Stitches were ready to leave, then they would drop him off back with his mother and run like hell.

The other baby she was keeping, and that was Will Stronghold. She was going to raise him as her own son until the day he was ready, then she would spring him as a surprise weapon on his own parents, her old enemies the Commander and Jetstream. THAT would be her revenge.

Now Susan was garbed in her Royal Pain battle armor, ready to meet her guests. A buzzing sound alerted her that the first, and possibly most important one, had arrived.

The door hissed open, allowing the entrance of a man Susan had known for years, even before her last disastrous battle with the Commander where she had been the victim of her own pacifier in a freak accident. He had actually provided funding for quite a few of her projects, with the agreement that any technology gained and wealth made from it was to be split between them. He had even provided money to enable Susan and her surrogate father Stitches to live comfortably while she regained her physical maturity the old fashioned way…by growing up.

"My dear Susan," said Lionel Luthor as he strode in like he owned the place, which technically he did as it was one of his "abandoned" warehouses. He took her gloved hands and smiled, looking every inch the grizzled and dangerous old lion he was.

"It's been quite an interesting time, hasn't it," he said as he eyed the rows of cribs and their precious contents, "I'm glad your little experiment with the meteor energy proved to be successful. With the data you've acquired it should be interesting to see what other results we can achieve with continued experiments."

Again the buzz was heard, heralding the arrival of another guest.

The door opened, and in walked a virtual mountain of a man. Easily standing head and shoulders above even Royal Pain, he was a giant bald African American man dressed in a white suit as expensive as Lionel's, and carrying a beautiful crystal topped walking stick in one hand while with the other he held a Cuban cigar he was smoking.

"Ah, Mr. Fisk," said Royal Pain, breaking away from Lionel to offer her hand to the legendary Kingpin, which he accepted as he placed his cigar back in his mouth, "I'm so glad you accepted my invitation,"

"Let's say I was very intrigued," he smiled like a hungry tiger, "it isn't every day one is offered the pick of the litter of a bunch of super heroes."

"I believe you know Mr. Luthor," said Susan as the two men shook hands.

"Actually Mr. Luthor and I have never met," said the Kingpin, "but I know of him through a mutual acquaintance…Morgan Edge."

"Likewise," said Lionel, but his smile looked more fake than before. Obviously he had not expected anyone else to show up at this gathering, much less someone like Wilson Fisk.

Stitches then crept up on Susan and tapped her on the arm.

"The video picked up something coming through the sewers. It's right below us."

"Open up the trapdoors and let him in," she said, "he likes to make a big entrance."

With a deafening clang the huge trapdoor opened, and what rose up through it was a bizarre sight; it looked like a yellow rubber duck the size of a sports utility vehicle, and indeed was actually a vehicle with the cab being in the body. In it stood a short, almost hunchbacked man wearing a long fur collared coat and a Victorian style top hat. His suit was black with a gray vest, and a black silk tie finished the ensemble. Despite his stylish clothing, the man was himself a horror to see. His fat round face was a deathly white, with black circled bloodshot eyes and gray lips pulled back to show yellow crooked teeth beneath a long hook nose, and long stringy dark hair framed his face.

The "wing" of the "duck" lifted and the hideous little man climbed out to drop to the floor and waddle over to Susan. An umbrella was hooked over one arm as he removed his hat to take her hand in his, which looked like a black flipper in the malformed glove.

"Ah, my dear Royal Pain," rasped the little man as he kissed her hand, and Susan still had to suppress a shudder even though she could not feel his lips on her hand, "such a pleasure to meet you, my dear."

"And you are…" said Lionel.

"Oswald Chesterfield Cobblepott, Mr. Luthor," said the little man as he replaced his hat on his head, "entrepreneur, philanthropist…"

"And runner of the entire black market for all of Gotham City," said Kingpin as he smiled and shook hands with Cobblepott, "if I'd known you were coming I'd have sat back and waited for you to jack up the price when you brought me whatever you bought."

"Now Wilson," smiled Cobblepott, "would that be fair to an old friend and business partner?"

"Fairness has never been part of our friendship," answered the Kingpin, and they both laughed.

"So," said Lionel, "you are the infamous Penguin. I thought you were an urban legend like most of the…eccentrics of Gotham."

"Quite real," said the Penguin, "some of us more than others."

"Well now," said Susan, "since it appears we are all here, shall we get our business underway? It's going to be a long and eventful night."

"Then it appears I'm just in time," came a voice from the doorway.

All of them turned to see another man standing in the doorway. Like the others he was dressed in a very expensive suit, but unlike the others he was much younger, only a little older than Susan.

It was Lex Luthor.

* * *

"Kal-El." 

The voice echoed in the baby boy's mind as he slept.

"Kal-El."

Again the voice…this time it was stronger, more urgent.

"You must wake up, my son."

Those words brought the baby who was Clark Kent out of his sleep in an instant.

Clark looked around, wondering where he was. Why was everything so big? Who were all these babies nearby? Why was he having such a hard time trying to move?

Clark was finally able to get a chubby hand up and focus on it, realizing what had happened…he had been turned into a baby by Royal Pain like all his friends! With a great effort he was able to roll over onto his stomach and try to get his bearings, which wasn't easy.

He saw Royal Pain and Lionel Luthor along with two other men he recognized from news coverage, and it was not good news. Wilson Fisk was out of prison on a technicality, and the Penguin had disappeared after his attempted coupe of the Gotham City mayor's office.

But he was shocked to see Lex. He didn't want to think that his friend was a part of this horrible conspiracy, but after what had happened between him and Warren, Clark didn't know what to think. He wished he could hear what they were saying and tried to concentrate on it. At first he heard just faint mumblings, but suddenly he could hear every word that was being said as if he were right there amongst them.

* * *

"What are YOU doing here?" said Lionel. 

"Simple Dad," smiled Lex as he removed his heavy overcoat and handed it to Stitches with the obvious intent that he was to hang it up for him, "I read the little messages between you and Royal Pain. You should really try a better encryption code."

"Impossible," fumed Lionel, "that was state of the art. You couldn't have broken it yourself."

"I didn't," said Lex, truly enjoying his father's irritation, "but you remember Otis? We always wondered how his brain could generate enough energy to move his legs, but if you put him in front of a computer, it gives a whole new meaning to the term "idiot savant"."

"As touching as this little father and son reunion is," said the Kingpin, "I believe we have some business to transact as swiftly as possible before any of the heroes come looking for their children."

"I agree," said Lex, turning to Susan, "though I wasn't personally invited, I'm sure that my own financial position makes me qualified to participate in this little…business transaction."

"Agreed," said Susan, who really didn't care as long as his money was good. Besides, it seemed to irritate Lionel that Lex was there, and Susan never could resist causing her old business partner some irritation.

* * *

Clark had to get out. He had to get help somehow. But how could he now hear what was being said so clearly? It didn't matter. He tried to get up in a crawling position and barely succeeded. Though he still had his strength, his lack of muscle control from being a baby was a hindrance beyond understanding. Still he had to try, and with supreme determination he was able to push himself up and force his knees to lift his lower half up as well. He then locked his tiny limbs, which trembled from the effort. 

"Oh, what have we here?" a sickly sweet yet metallic voice said.

It was Nanny, the robot Royal Pain had built to help care for the children. She looked like a human-sized silver doll dressed in a traditional nanny/maid outfit, her eyes were like two blue buttons and her mouth was shaped like a heart. She had noticed Clark struggling and had come to check on him.

* * *

"Now look here," said Lionel, feeling even more upstaged by the unexpected arrival of his son, "let's not forget exactly who is responsible for all of this here. I must protest Lex having a say in any of this." 

"What's the matter, Luthor," smiled the Kingpin, "afraid your boy might actually outbid you for some of the kids?"

"Actually,' said Lex, "I'm far more interested in acquiring the means to this situation, rather than its results. I'm here to buy the pacifier."

* * *

"Trying to get up and crawl already, my little man?" said Nanny, "here, let Nanny help so you don't hurt yourself." 

Clark felt the robot's gentle hands lift him up out of his position, and he saw the opportunity he had waited for. Once free of the walls of the crib, he began jerking around at super speed, jarring the puzzled robot so that it shook violently and vital circuitry was destroyed. The robot then fell over and happened to land on a pile of baby blankets so there was not a sound for any of the arguing villains to notice what happened.

Clark than wiggled out of the robot's grasp and succeeded in rolling over and over until he was on the cold floor on his hands and knees again. Bracing himself, he then began crawling towards a door he hoped led to somewhere he could get help.

* * *

"I'm afraid the pacifier is not for sale," said Royal Pain, "besides, it has served its purpose." 

"And here I thought you were a woman of vision," said Lex, "when there are so many more uses for it."

"What do you mean?"

"Well, I'm sure both the military and law enforcement agencies would find it a wonderful means of non-lethal capturing of dangerous criminals and enemy troops. What better way to deal with them than to revert the offenders to their infant form and make sure they are brought up the right way this time? I'm sure a lot of condemned criminals would take that as a form of punishment rather than face the gas chamber. A new lease on life…very humane."

"You don't talk like a Luthor," growled the Penguin

"Let's just say that I see a bigger picture," smiled Lex, "one where there is more profit to be made from life than death. That is, of course, if this model is improved over the rather shoddy original that broke in a simple tug of war with the Commander."

* * *

Once he got to the door Clark found that it was slightly ajar. He squeezed through and found a huge dimly room. Next to the door was an expensive coat hanging on a hook that seemed to be moving by itself. Suddenly from a pocket a small furry head poked out, and in a moment a small black and purple guinea pig climbed out of the pocket to drop to the floor near the baby. 

"Clark," said the guinea pig, "it's me, Magenta."

Clark smiled as he recognized his friend, trying to keep from drooling as he did so. He had to wonder how she had gotten here, but he didn't care, as she was the only help he had. He couldn't very well confront the villains, especially as Lionel would recognize him in his baby form from when he had helped the Kents adopt Clark.

"Let's get you out of here then…"

Magenta was cut off by a sound from the darkness. It was a strange snuffling sound at first, then turned into a whine followed by a yelping that sounded like a high pitched laugh. Both the guinea pig and the baby froze at what stepped out into the dim light.

When Jack Napier, better known to the world as the Joker had died, all of his belongings went to his cousin, the little man named Stitches. Amongst those belongings had been the smilex gas Susan had used to incapacitate the students of Sky High, but his two greatest treasures were kept in the back room that was used as Royal Pain's temporary hideout.

Their names were Bud and Lou, named after a famous comedy team, but they were anything but funny. They were a matching pair of full grown spotted hyenas. And they licked their lips and giggled as they started stalking towards what appeared to be their dinner.

* * *

"Of course I improved this model," said Susan, almost insulted by Lex's statement, "not only does it have a "wide angle" setting to hit an entire group at once, I also added one little feature that would ensure a certain…accident never happened again." 

"And that would be…" said Lex as he seemed to half-listen to her while he examined her pacifier gun, almost caressing it like a beautiful woman.

"A reversal setting," said Susan, "just throw that small dial by the trigger the other way, and the victim is returned to their proper age.

"So," said Susan, looking Lex in the eye, "does it meet with your approval?"

"I think I'll take it," said Lex as his eyes shot over to his father and the two other villains, "after a proper demonstration."

Before anyone could move, Lex leveled the pacifier and fired it point blank.

To be continued

**Next:**

**Enough of a cliffhanger for you? I'm not saying a thing. See you next time.**


	9. Chapter 9

An apology to everyone. Sorry it's taken two weeks to update, but this was a LONG chapter, not to mention choreographing all that happens in it. Combine this with a screwed up work schedule and writer's block and the result is a missed deadline.

Now things are back on schedule, the old routine established again, and the next two chapters are already written. So let's rock!

"**We're Not In Kansas Anymore"**

**Chapter 9 **

**"Royal Conflict"**

Before anyone could react, Lex whirled and fired the pacifier.

The blast of energy bathed the first row of babies, instantly undoing its original work.

All the villains could do was gape as the babies quickly grew to toddlers, then children, and finally reached their proper ages. In moments they were face to face with six angry super powered teenagers.

Of course said teens had also grown out of their baby clothes and were scrambling to cover themselves as best they could with baby blankets. While the girl was having a harder time the boys tried to tie the blankets around their waists for makeshift loincloths.

That was until a restored Wally vanished for an instant, only to reappear with various odds and ends of clothes he had grabbed in a mad dash through the nearby buildings and tossed to the others to quickly put on.

This momentary distraction was all the villains needed to recover, and they did the best thing they could in this situation.

Lionel Luthor and the Kingpin made their way to the entrance and the Penguin bolted for his bizarre vehicle, intent on escaping back down the sewers. Royal Pain, however, refused to be scared, and she glared at Lex as she prepared to blast him with an energy bolt for his actions.

"You bald creep," she snarled, "you will pay for…"

That was as far as she got before she was tackled by a flying figure that sent her sprawling to the floor. She looked up and saw her attacker.

It was Will.

* * *

The two hyenas continued to giggle as they closed in on their prey; Magenta in her guinea pig form and the infant Clark. 

Magenta returned to her human form, hoping it would stop the hyenas, and it did. For about five seconds. Then the two beasts resumed their stalking, only seeing that there was more for dinner than what they had first thought.

"I'm sorry Clark," said Magenta as she snatched up the baby and held him close, "I wish I had the power to protect you. Don't look little guy…hopefully it will be over quick."

Bud then leapt and brought his bone crunching jaws down on Clark's little leg, using the full force nature had given him to try to rip the baby from the scared girl's arms.

His teeth cracked and broke.

Screeching in pain, the hyena dropped to the floor, pawing at his bleeding muzzle and totally confused about what had happened. His partner was also surprised, and stopped his own advance to see what happened.

Magenta then realized that, though an infant, somehow Clark still had all of his powers, which included invulnerability. The hyena's monstrous bite had been deflected back upon it, so the only one hurt was the animal itself.

"Clark," grinned Magenta, "can you do ALL your powers?"

Clark smiled a baby smile back, and his eyes suddenly turned red as Magenta turned him around so that his heat vision struck both the hyenas, singeing their fur and causing them to howl in pain and run away.

"What's all the noise in…" said Stitches as he threw open the door to the room and was run over by the two squalling beasts as they ran out and into the main room to find themselves in the middle of the beginning battle.

"Looks like Lex got the fun started," said Magenta to the puzzled baby,

* * *

The Kingpin felt something grab his arm, and looked down to see a hand had grabbed him from across the room, one connected to a stretching arm attached to a skinny boy with shaggy black hair who was too full of himself. 

"Yo, big boy," sneered Lash, "where do you think you're going?"

"So you like to get physical, eh boy?" asked the Kingpin. "Well, so do I!"

With his free hand the Kingpin grabbed Lash's arm and yanked him towards him with strength and speed the young punk couldn't believe. He flew across the room just as the Kingpin struck him squarely in the jaw with the crystal head of his walking stick. There was a sick cracking sound, and Lash's head twisted completely around as he fell to the floor.

"Too bad you had to learn that the hard way," sneered the Kingpin, who then noticed that there was no blood on his walking stick. He then saw Lash raise himself on his hands and knees and his head slowly rotated on his elastic neck back to its original position, totally unharmed.

"Okay," gasped Lash, "let's try that again."

* * *

The tall platinum blond girl brought her hands up and unleashed an icy blast intended to freeze the Penguin in his tracks, but he only laughed a horrible squawking sound. 

"You'll have to do better than that to freeze a penguin, little girl," he mocked, "here, try this instead!"

He aimed his umbrella at her, which unleashed a gout of flame at the defenseless girl and would have horribly burned her if a strong, dark-skinned hand had not interposed itself and caught the fire, curling it up into a baseball sized sphere.

Warren then brought the fireball in his hand up to his face, glaring at the Penguin through the crackling flames.

"Dude," he growled, "you just pulled the wrong umbrella."

Warren hurled the fireball and, even though the Penguin opened up the umbrella for protection with its fireproof parasol, the physical force of the fireball slammed into him and threw him back several feet.

"Throw up some protection…block the area off," Warren said to the girl as she created a thick wall of ice separating them from the villains. Warren then turned to Wally and Jake, who had sprouted his extra two pairs of arms and was ready to fight.

""Spider Kid", you stay here and help "Freeze Girl"…if any of these creeps get past us let'em have it. Warren then turned to Wally, ""Flash", you start getting the babies out of here as fast as you can, but be careful and hold them so they can still breathe when you're running."

"No problem," said Wally, "where do I take them?"

"Maxville General Hospital, take them to the emergency room. My mom is working there tonight, so ask for Amanda Peace and tell her what's going on. She'll take it from there. We'll take care of these creeps."

* * *

"Now Gwen," said Will as he stood over the downed villainess, "no more tricks, no more of your lies. It's just you and me." 

"Oh Will," purred Royal Pain, "you're so strong and forceful. Whatever shall I do? Oh, I know…THIS!"

She then blasted Will point blank with the energy bolt intended for Lex, sending him flying to slam into a nearby concrete wall.

"You miserable little puke," snarled Susan as she leapt to her feet and began stalking Will, "I gave you all my time and attention, listened to your incessant whining about how everyone was treating you so badly. I then gave you the power you lusted for, and NOW you attack me?"

"You lied to me and turned me into a baby you crazy witch," said Will as he climbed to his feet, "am I supposed to be grateful for that?"

"For a chance to start over? Yes! All that your arrogant father cared about was having a little copy of himself running around to keep his stupid aggrandized legend going! He doesn't care about you as an individual!"

"Yes he does! My dad may not be perfect," said Will, "but he's at least trying to help people…keep them safe from lunatics like you."

"Help people? Like he always helped us sidekicks back when he went to Sky High? He was one of the worst bullies of the bunch…always laughing at and humiliating us. Then he has the nerve to parade around all self-righteous like he does…well, he's not here to help his precious little boy now!"

With that Susan unleashed another energy bolt, but this one was different. As it struck Will he felt a strange twisting in his body and started feeling sick as his legs went limp underneath him.

"I gave you your powers with the kryptonite," she snarled, "and now I'm draining them away from you. In a few moments you will be a weak little wimp again, and I shall enjoy beating you to a pulp and dumping your barely living body on your dear daddy's doorstep."

* * *

Stitches, now covered in hyena footprints, leapt back to his feet. He was standing between Magenta, baby Clark and the way out of the room. 

"Where do you think you're going?" he hissed as he glared at them with his beady black eyes.

"Anywhere out of here, nut boy," said Magenta, "now get out of the way or we go over you."

"Oooo," said Stitches, faking a quake in fear, "a little guinea pig girl and a baby are threatening me. What do you think YOU can do?"

"This," said Magenta.

She then performed a flawless spin kick, catching Stitches directly between his legs with a loud thump and lifting him nearly a foot off the ground.

"Uncle…" he gasped as he fell to the ground and curled up into a whining ball.

Satisfied with her work, Magenta carried Clark out of the back room. Clark made a mental note to NEVER make Magenta mad at him.

* * *

The Kingpin only smiled and slowly took off his expensive jacket as Lash unsteadily got to his feet. It had been quite a while since he had gotten a good workout when beating someone, and it looked that this little rubber punk was going to be very entertaining. 

Lash then shot a fist flying through the air, but the Kingpin easily avoided it and brought up his cane. The crystal on the head began strangely glowing, and then suddenly fired a laser beam that would have cut Lash in two if his rubbery body hadn't been able to dodge it.

The Kingpin then laughed and prepared to fire the laser again when he noticed he had stepped in something. It looked like some kind of orange-colored liquid, but where had it come from? It hadn't been there a few moments ago. He then ignored it as he could always replace his thousand dollar shoes, but a chance for sport like this was…

The puddle the Kingpin stepped in suddenly rose up and grabbed him from behind, turning into a small black boy wearing an orange sweater and jeans. His skinny arms were around the Kingpin's thick neck, more of an annoyance than anything else.

"Lash," yelled Ethan, "swing your arm at full length to gain momentum, THEN hit him!"

"Huh?"

"Like that kid on One Piece!" Ethan yelled back, hoping Lash watched cartoons and that he could stay out of the Kingpin's reach for another few seconds.

Growling, the Kingpin easily plucked Ethan off his back only to have him melt out of his grip and again become a puddle. A suddenly whistling sound was heard, and he looked up as Lash's fist slung around and hit him in the jaw with a deafening crack.

* * *

The Penguin scrambled to his feet, remarkably dodging fireballs left and right. He reached into his coat and pulled out a collapsible umbrella, extending it to full length with a quick snap. He then opened fire with the machine gun umbrella, peppering the area Warren stood with bullets. 

Warren reacted instantly, engulfing his body in blistering flames that vaporized the bullets that came near him. He then began advancing upon the retreating villain, his feet scorching the concrete with every step.

The Penguin grinned as he reached his vehicle. The little firebug may be able to stop machine gun bullets, but he wagered it would be a different story with the array of small missiles he had hidden in his vehicle.

A strange rumbling started coming from below, and a creaking sound came from the duck vehicle. The sounds grew until suddenly the vehicle seemed to fold in two, and then everyone saw that masses of thick vines had come up through the trap door and wrapped around the vehicle, pulling it down with increasing strength until finally it could resist no more. The vehicle was then pulled down into the trap door and everyone stopped to see what happened next.

The masses of vines returned, thicker and stronger than ever. They began pushing up through the trap door with such force they began tearing through the concrete, looking like a jungle was trying to smash through into the building. Then the vines receded for a moment, but returned with a small, green clad figure with bright red hair riding them.

"Ivy?" said the Penguin, thinking for a moment he recognized the girl with the plants. But then he realized that this was not the woman he knew back in Gotham, but someone he had no interest in crossing swords with.

Layla rose high into the air on the wave of plants, rising like a goddess to look down on everyone in the place as they all stopped what they were doing to watch her entrance.

"Where is Royal Pain?" she demanded.

* * *

Lionel Luthor had somehow escaped the conflict and managed to get to his limousine, but his elation turned to fear as he found the door locked. 

"Mercy," he yelled to his chauffeur, "open the door! We've got to get out of here NOW!" He again tried but the door remained locked.

"Are you deaf woman?" Lionel snarled as he pounded on the driver's door. He then noticed something odd…it seemed like a light of some kind could be seen through the window's tinted glass. The light was moving.

The window rolled down, and Lionel found himself looking at a skinny boy dressed in a bright white and yellow shirt who was wearing Mercy's chauffeur cap over his messy blond hair. The boy was also faintly glowing in the dark.

"Sorry dude," grinned Zach, "no hitchhikers in THIS neighborhood. You never know what kind of nut you'll pick up."

Lionel was shocked for a moment, and then was about to reach through the window and grab the little punk when he felt something cold press against the side of his neck. He slowly turned to find himself looking at the business end of the pacifier, still being wielded by Lex.

"Now here's a strange opportunity for some role reversal," said Lex, enjoying his father's frustration, "one little pull of this trigger, and we could see if I could do a better job of raising you than you did with me. And I bet there are psychologists and sociologists the world over who would love to study the situation. Think of it as the perfect way to settle the old "nature vs. nurture" debate."

"Lex," said Lionel, his mind racing for a way out of this situation, "you wouldn't do that. If you've suddenly become so righteous and noble you'd know that this isn't the right thing to do."

"You're right Dad," said Lex, easing off with the pacifier but still keeping it trained on his father, "besides, it's going to be a lot more interesting when you finally get sent to prison for being a part of all this. That is if there's anything left of you."

"What do you mean by that?"

"Another of your old friends was VERY interested in coming to see you once I was able to contact him and tell him what was going on. He's in the limo right now.

A strange screeching sound started coming from the passenger cab of the limo as the roof started getting peeled off from within. Then the door was smashed off its hinges and Lionel Luthor gulped as he saw the tall, powerful figure with brown hair and dressed in a red, white and blue costume that emerged from the trashed rear of the car.

"C…C…Commander," stammered Lionel, "it's…been a long time."

"Not since you hired the Scorpion to try to kill reporter Steven Stronghold when he exposed that little incident with Luthorcorp illegally dumping toxic waste." The Commander glared at Lionel with total contempt, his square jaw as hard as granite.

"Now, there was no proof I was connected to that," said Lionel, "even then you seemed to take it personally."

"Well, this time it IS personal Lionel," said the Commander as he grabbed the man by the lapel of his coat and lifted him effortlessly off the ground with one hand, "because one of those kids you tried to buy from Royal Pain is MY SON."

Lionel could only swallow the lump of fear in his throat and realize that maybe this time he had finally been caught.

* * *

"I'm right here," sneered Royal Pain as she turned from the downed Will to this new threat. She had no idea that Layla, who had been marked as a sidekick, was so powerful. Apparently the flawed system of power placement had struck again, relegating a young goddess to such a degrading status as it had done to her all those years ago. 

"Get away from my friend," Layla demanded, her eyes alight with green fire as she glared at the villainess, "you've hurt him enough."

"Maybe for the moment," Susan replied, "but I can always do more…after I'm done hurting YOU."

Royal Pain flew into the air via her jet boots and headed for Layla, but a branch thick as a car flew up and slammed into her, smashing her down to the concrete floor. Her armor absorbed the impact, but Susan was still stunned for an instant. Recovering, she began firing blasts of energy at the writhing wall of plants, but for every hole she put into it, it instantly recovered and regrew. She knew she had to attack Layla directly, but doing so would leave her vulnerable to being attacked in turn by the other heroes. She momentarily thought the other villains could help, but then saw that Kingpin, bleeding from a blow that had loosened several teeth, and the Penguin were both struggling to escape the barrage of vines that had already tied them both up securely.

Her mind was racing for something to do. She could fly up to smash through the roof and escape; no one else present could fly. But she loathed the idea as she refused to run from this fight. How dare these miserable little punks think they could stop her? She had been through too much in her life…twice. All the pain and humiliation, the frustration at her smallest little desires and dreams being squashed by people like them. Who the hell were they to do this? They were…

She suddenly sneezed. She didn't think anything of it until it happened again…and again…and again. She could barely catch her breath as her nose began to run. Her eyes were becoming teary as well, and she was starting to feel itchy inside her armor. What was going on?

She then saw that the vines around her were covered in flowers. Flowers that were filling the air with pollen. Pollen that she was allergic to.

Royal Pain cursed herself. She had not sealed off her armor and used its internal air supply like she had during the attack in the gymnasium. Now she was being bathed in who knew how many different types of pollen the little elemental was attacking her with. It would do no good to try to seal up now, it would only trap what was already in with her.

Hives were breaking out on her perfect alabaster skin. Her lovely blue eyes were thick and gummy and mucous was dripping from her runny nose and down the back of her throat, which was itself trying to close up.

She lost her concentration and fell to the ground, slamming into the concrete floor. She was unable to resist as thick vines began grabbing her and forcing themselves into every nook and cranny of her armor, finding the weak spots at the joints and the intake vents for her air and output vents for her jets. As the vines wriggled in they grew larger and larger until, with a series of pops and screeches, the armor of Royal Pain was shattered into pieces, leaving only a gasping and gagging Susan Tenny laying on the floor in a tight black bodysuit much like the one Will had worn during the gym incident.

With her enemy defeated, Layla called the vines back and had them stop producing their pollen. In moments the ventilation system of the lair had cleared out the excess pollen, and everyone could literally breathe a little easier.

"So…you've won," gasped Susan as she got back to her feet, "yay for you."

Suddenly she jumped and hit a certain section of the wall, which fell away to reveal a red switch. Everyone froze in place for they recognized it for what it was…a detonator switch.

"I'm going to blow this whole place to hell," she sneered and grinned at the same time, "at least this time Royal Pain WILL go out with a bang, and I'm taking all of you with me!"

Just as she started to grab the switch, a high-pitched whine she knew all too well was heard, and she felt a jolt of energy race through her body. Suddenly she felt her strength vanishing, and noticed that everything seemed to be getting bigger. She could no longer reach the switch…her outfit was getting looser by the moment. She knew what was happening. She let out a final scream of rage and defiance that turned into a wail as everything went black.

* * *

Lex stood in the doorway, staring as he held the now-silent pacifier in his trembling hands. 

"I…I couldn't let her kill herself. That would have been such a waste…and there's been too much of that already."

The Commander gently took the pacifier from Lex, and tucked it safely under one arm.

"It's alright son," said the Commander, "you did the right thing. Hopefully this time we can get some help for her so that this never happens again."

* * *

Layla went over to Will, who was laying still but breathing. He was wide awake. 

"Will," said Layla, cradling his head in her hands, "are you okay? Can you stand up?"

"I…I don't know," said Will, "I can feel my legs and everything, but I'm so weak and tired."

"Don't worry," said Layla, "we'll get you help. Your dad is here too."

"I…don't want him to see me like this…not after what I did."

"Don't talk like that," said the Commander as he knelt down next to his fallen son, "you made a mistake and tried to correct it. Let's just forget about it for now and get you out of here. Your mother is worried sick and expecting us at the hospital…she was helping guard the babies with Mrs. Peace while Wally brought them in."

"Mrs. Peace…Warren's mom? He…he's here too…saved the babies…I was wrong about him…"

"We both were," said the Commander as he handed the pacifier to Layla and gently picked Will up to cradle him in his arms, "I admit I didn't like the idea of him going to Sky High, but it looks like he takes after Amanda…and Richard to some extent in the right way."

"Are all the babies safe?"

"I think Wally got them all except…"

"Except who?"

"We…couldn't find Clark anywhere. We're still looking."

"Clark? Oh God Dad, what I did to him…and he only wanted to help me and be my friend. Please…you've got to find him."

"We'll do all that we can," said the Commander, "it's the least we can do for him."

Layla's attention was drawn by Magenta, who was waving to her to come over with the pacifier. She went over as the Commander left with Will and police came in to free the entrapped Kingpin and Penguin from the tangle of vines and take custody of the crying infant that had once been Royal Pain. Lex also went outside to give his statement to the lead investigator. It was going to be a long night for the local law enforcement with the processing and booking of two infamous crime lords and a world-renowned billionaire plus finding a way to deal with the two whining and smouldering hyenas.

"Clark's over here," said Magenta, "we need to reverse the pacifier on him without Lex seeing him. Lex doesn't know about Clark's powers, and I think we should keep them secret for him."

Layla nodded her head in agreement and, once out of sight, used the pacifier to restore Clark to normal. He was stunned for a moment, but then so were the girls as Clark was now totally naked. Layla covered her eyes but Magenta didn't even blink. When he realized what had happened he vanished at super speed and returned wearing Lex's long black coat that had been hanging in the back room. Buttoned up it covered him, though since it was tailor made for Lex it was very snug across the chest and shoulders for Clark. Still, it beat the alternative, at least in his mind.

"Uh…thanks," he said, his face beet red.

"No, thank you," grinned Magenta.

"You…um, you better get out of here before anyone sees you," said Layla, her own cheeks as crimson as her hair, "we've got everything covered."

"Thanks," said Clark. Before he could even think about it, he leaned over and kissed Layla on the cheek, leaving her totally stunned.

"Now I know what it feels like to be saved. I could get used to it," he grinned.

He then leaned over and started to kiss Magenta on the cheek as well, but she had other ideas.

"Uh-uh," she said, "I get something more for facing freaking hyenas."

She then threw her arms around Clark's neck and proceeded to kiss him on the lips with a ferocity that made Clark wonder if she should actually be able to turn into a lioness instead of a guinea pig. Of course that thought didn't really come until long after she finally released him and he could breathe again. He was even more stunned than Layla had been by his kiss.

"Get moving stud," said Magenta, "it IS a school night, you know."

"Uh…yeah," said Clark, not sure for a moment what planet he was on, "I…I guess I'll see you guys at school tomorrow."

"I'm hoping they give us the day off," said Magenta, "we deserve it."

Clark and Layla exchanged glances for a moment, and then he took off to the hospital to see if he could help in any way. Once he was finally convinced by Warren's mother, who he was very glad to meet, that they didn't need him, Clark headed for home to tell his worried parents about all that had happened.

And to wonder about the mysterious voice that had broken through the pacifier haze to reawaken his mind.

To be continued

**Next:**

**What, you think we're done? NO WAY! There's still the matter of Will's fate, not to mention the aftermath of that kiss between Clark and Layla, plus a little event called Homecoming.**


	10. Chapter 10

**We're Not In Kansas Anymore**

**Chapter 10**

"**Aftermath"**

Clark was nervous.

He was in Gotham City, sitting in a waiting room about to finally meet the man who was sponsoring him to attend Sky High. Clark knew next to nothing about the mysterious multi-millionaire Bruce Wayne beyond what he had read in the newspapers and magazines or seen on television, but somehow the man had gained valuable information on Clark in a way that not even Lionel Luthor had been able to. The fact he had only used it to help Clark get where he needed to be to become a member of the next generation of super heroes spoke of the man's character in a positive manner.

The door opened, and the smiling lady who had escorted him there motioned for him to follow her.

"Mr. Wayne will see you now," she smiled.

Clark followed her down a small hallway and through a set of double doors to a huge private office that rivaled anything he had seen the Luthors use. But where Lex and his dad seemed to prefer glass and polished metal this office was paneled in dark woods that seemed to blend with the shadows of the ceiling above and a thick dark carpet muffled any sounds made by footsteps. At the end of the office was a large antique oak desk set before an enormous picture window that looked out onto the cityscape of Gotham. Behind the desk, in a huge, black leather chair, sat Bruce Wayne.

"Clark," he said as he made an effort to stand up from behind his desk with a cane, "it's great to finally meet you."

Clark shook Bruce's hand, surprised at how strong the older man's grip was. He then sat down in a chair opposite the desk that Bruce motioned to.

"Well now," Bruce said, "I hear you've had quite the time already at your new school."

"Yes sir," said Clark "I…"

"First," said Bruce, "quit the "sir" business. I may be near you dad's age but I still feel uncomfortable being referred to that way. Second, don't feel like you have to explain everything to me. I know all about what happened. I'm glad to see that Lex finally made the right choice…I was starting to get worried about him. Though finding out Cobblepott…the Penguin…is back out of the shadows is disturbing enough, not to mention where most of Joker's toys went"

"Mr. Wayne," said Clark, "can I ask you something?"

"You want to know how come I'm so interested in the super hero community?"

Clark nodded his head, wondering if Wayne was a telepath or something.

"I used to be part of it," said Bruce, "until the night I had my last run-in with the Joker. He finally got me with a knife right through my right kneecap…never did heal properly. In return he caught a spear through the chest thanks to my sidekick he had tried to brainwash to kill me. Poor Tim…the kid still hasn't fully recovered."

Clark went silent as his mind processed the information. There was only one super hero in all of Gotham City who would be so interested in the Penguin and the Joker…one who disappeared for a time a few years ago. But that hero had reappeared recently…could he be a replacement?

"You mean you're…"

Bruce just nodded his head and smiled. "I USED to be. My…son Richard now wears the mantle, and he's doing a great job of it. Now I have to content myself by fighting crime via other means…in your case helping the next generation of heroes get the best education and means to learn to use their powers that they can. That's why I've sponsored you and quite a few others. As a matter of fact you may know some of them…"

He then pushed a button on his desk and a buzzer sounded. All around Clark secret panels slid back as other young heroes Bruce Wayne was sponsoring and mentoring entered.

Clark was astounded. There stood Wally, Jake, Magenta, and, most surprising of all, Warren. They seemed just as surprised to see Clark and each other.

"This explains a lot," Warren said to Clark, "I didn't think even you could pitch enough hay to afford going to Sky High."

"I saw there was no reason for something as trivial as money to keep all you kids from being able to attend," smiled Bruce, "actually you're only the latest crop I'm sponsoring. I just wish Lash and Speed hadn't done what they did."

Bruce paused for a moment and sighed. "I was seriously tempted to withdraw my support for them before I learned they had a big turnaround after being pacified. I've spoken to Principal Powers and she agreed that they be given another chance…they'll have to repeat their senior year and behave the entire time. They screw up once, and that's it."

"Don't let Daddy fool you," piped in Magenta, "he only seems like a hard nose, but he's really a softy."

"And thank you for blowing your cover, kitten," smiled Bruce to his daughter.

"Hey, we're among FRIENDS, Dad," said Magenta as she went over and kissed her father on the cheek, "you might know what those were if you hadn't spent most of your younger years hanging out in caves or on rooftops."

"Don't knock rooftops," said Bruce, "that's where I met your mother."

"Yeah, and it took…what, a zillion years before you finally got together with her. If the Joker hadn't put that knife in your leg I wouldn't be here now."

"I'm sure THAT piece of information makes him rest easier," Bruce responded before returning his attention back to the group.

"There's another reason I wanted to see you all. It concerns what happened with Royal Pain and a couple of other issues. Principal Powers and I have discussed them at length, and we would like you all to act as a means of getting all the other kids together on the same page…bridge the gaps that have developed between the hero and sidekick classes that created Royal Pain to begin with all those years ago and continue to this day.

"So what are we supposed to be," said Warren, "a bunch of "super friends"?"

"Well, no," said Bruce, "how about just a group of friends keeping an eye on the school from within. Think of it as a kind of a "hall monitor/student voice" calling."

"Oh yeah," said Warren, "my dad will be THRILLED with that news."

"You're dad's reaction may surprise you," said Bruce, "remember, I knew him before he went rogue. I think he just let a lot of frustration get to him…just like Susan Tenny. Hopefully we can stop more of that from happening in the future."

"I'll be glad to help," said Clark, "I think we all would."

"Sure," said Wally, "I remember how freaky I felt when I first got my powers. If it hadn't been for the buds I've got now who knows what I'd be doing."

"Me too," said Jake, "I thought I'd be a circus freak until I got to go to Sky High. I want to give something back."

Everybody looked at Warren, who was ever the outsider.

"Alright," said Warren, rolling his eyes and trying to sound bored with the whole deal, "if it'll stop with the big puppy eyes everyone's giving me, I'm in too."

"You were in from the start," grinned Clark, "admit it."

"I don't admit ANYTHING, you hick," said Warren, though he was unable to really hide his own grin.

Magenta leaned over and whispered to her father; "are you sure they aren't related?"

* * *

Clark was again waiting, but this time he wasn't alone. He was in Maxville General Hospital in the special "super" wing, waiting for word about Will. With him were Will's parents, the Commander and Jetstream in their secret identities of Steven and Josie Stronghold, and Layla. 

Clark wished so much that his chance to finally meet his childhood hero hadn't been because of the fact that the man's son was in critical condition from having been drained of his powers by the vengeful Royal Pain almost to the point of dying. Now Clark's friend…and he still considered Will such even though he had attacked him…was at death's door and there was nothing he could do about it. He had already offered to donate some of his super charged blood if needed to keep Will going, but that was being held as a means of last resort.

Layla was so distraught. She had been the one to defeat Royal Pain, but the villain had already done her damage. Now Layla had gone without eating or sleeping for nearly two days because of the ordeal.

Clark was getting more and more worried about her, and had tried to get her to eat something several times, but she declined. A part of Clark was also angry with Will. He had put Layla through so much this entire time, and she had stayed loyal to him all the way. Clark wanted to take Layla in his arms and tell her everything was going to be all right, to hold her and comfort her through any ordeal to come.

Finally the door opened and a tall, distinguished looking man with black hair growing white at the temples and a heavy moustache came out. He was still wearing his hospital scrubs, and the only things on him that made him stand out from the other doctors were the strange golden amulet around his neck and his nametag that read "S. Strange/Special Advisor".

"How is he Stephen?" asked Josie.

"Your son will make it just fine," said Dr. Strange, "it seems getting pacified actually saved Will's life; the kryptonite used to "jumpstart" his powers was burning them out as well, like a powerful fuel tearing up the very engine running on it. When he was returned to a baby state, it put the powers into neutral long enough for his system to stabilize and begin healing itself, then when he was returned to normal Royal Pain drained off the kryptonite before it could start causing damage again."

"Does he have any powers?" asked the Commander.

"All the signs point to yes," said Dr. Strange, "but it will be a while before he fully recovers and can power up again. He'll be weak for a while, but a lot of rest and food will have him on his feet again in no time."

Everyone was relieved to hear that. Layla was so happy she jumped into Clark's arms and hugged him fiercely, making his eyes go wide at the strength he had never imagined such a small girl having. He put his own arms around her as his happiness about Will melted into his enjoying Layla's embrace as well. He released her the instant she let him go, but wished he could have held her much, much longer.

"When can we go in and see him?" asked Josie.

"I'm afraid he'll still be unconscious for a while. Why don't you all go home and rest, maybe get something to eat and come around on visiting hours this evening. By then he should be able to see you."

As Dr. Strange left, Steven Stronghold turned to Clark and Layla.

"Thanks for coming kids," he said with a tired smile, "it means a lot to Josie and me. I know it will mean the world to Will as well."

"It was our pleasure and honor sir," said Clark as he shook the Commander's hand, his "idiot fan boy" side doing cartwheels at shaking his childhood hero's hand.

"I think we should take the doctor's advice," said Josie, "you two go on home and we'll let you know the minute Will is awake and can see you. He'll be eager to see you too."

Outside in the cool afternoon, Clark and Layla walked into an alleyway, where Layla leapt into Clark's arms and he sped off, arriving at her home in mere moments. Clark hesitated before putting her down; he enjoyed holding her and it had been her idea to begin with for them to travel together like this. It was just that every time it was harder and harder for him to let her go…like he would never get to hold her again.

That was when he decided to finally speak. For too long Clark had always had to hold things back, to keep his secrets despite the fact that the silence confused and estranged his friends. How many times had his inability to speak up and really tell his feelings jeopardize things with Lana, who he still loved as well? And not just her love, but also her very friendship was endangered too. It was time to break that bad habit, beginning now.

"Layla, can we…talk for a minute?"

"Sure Clark," she said, totally unaware of what was about to happen

"These past few weeks…it's been the first time I was ever around anyone my own age with super powers…at least ones who weren't trying to kill me or one of my friends. I made a lot of friends here…and I'm really glad that you're one of them."

"I'm glad we're friends too," said Layla, giving Clark that pixie smile that always made his heart melt.

"Layla, I…" started Clark, not sure how he wanted to express himself, "I want you to know that I like you…I like you a LOT."

"I like you too Clark," said Layla with a puzzled look on her face.

"No, I mean I…I suck at this. Just let me ask you something."

"Okay"

"I know you're going with Will…but I…I…will you go to the Homecoming dance with me?"

"Oh Clark," said Layla, her eyes going wide in surprise, "I…wow, I don't know what to say."

"I…oh God…I hope you don't think I'm a creep asking you now with Will sick. I just…I fell in love with you the moment I saw you and…no…wait…"

"You…fell in love with me…didn't you say?"

"Yes…I…I did. I said it…and I did."

"Clark…I'm really flattered…I…"

"I…I'm sorry. Just…just forget I said anything. I…I've got to go."

Layla started to say something but Clark was gone in an instant and was ten miles away, running at super speed before she could get a word out. She stood stunned by what had just happened.

Clark was running back to Smallville as fast as possible. He just wanted to get away from Maxville and his sick friend who he had just betrayed by trying to steal his girlfriend.

But as fast as he ran, Clark could still feel the tears running down his cheeks.

To be continued

**Next:**

**Homecoming is only days away but will Clark go after what just happened with Layla? Maybe another friend can help, because someone from Smallville IS on the guest list as a hero's date.**


	11. Chapter 11

"**We're Not In Kansas Anymore"**

**Chapter 11**

"**Coming Home"**

Work. Just work…work and school.

That's all that mattered now.

That's all to concentrate on. That's all to live for.

That was all Clark had been doing for nearly two weeks straight.

Ever since he…did what he did.

Since he tried to steal Layla from Will.

He was so ashamed of himself. Will was sick, just recovering from his ordeal with Royal Pain, and Clark had…had…

Just work…work and school. That's all that mattered.

Clark had refused to think about or do anything else. All he did was go to school at Sky High, avoiding any and all contact with Layla and the others as he studied hard, then when he returned home he did all his chores with the concentration of a robot, letting the work be all he thought about. Anything to keep from thinking about what he had done.

Jonathan and Martha were worried about Clark. He had not told them what had happened, and they had no idea what was going on. He had simply returned from Maxville after leaving to see Will and had been like a zombie ever since. They had even called Warren, but he had no idea what was going on, as Clark wasn't speaking to anyone at school. He said he had an idea, and he was going to check it out.

Now Clark was working on moving the entire haystack closer to the barn, bail by bail without using his super speed; he wanted it to take as long as possible. It was a warm fall afternoon and though he was super strong Clark still sweated from the warmth of his exertions. He had removed his flannel shirt and was totally absorbed in his labor so he didn't feel the slight breeze across his back for an instant.

"Clark?"

He stopped dead. That voice…he knew that voice. He had not heard it since…

He turned around and saw her.

Layla.

"Hi Clark," she said. She was a vision. Though she was wearing a simple green tank top and blue jeans and her hair was in woven pigtails, she was the most beautiful thing he had ever seen in the world. She looked so natural here in his home environment, especially since he had found out about her power to control plants. She would be perfectly at home here in the country…

No. He was doing it again. Layla belonged with Will…end of story.

"Clark," said Layla, bringing him out of his thoughts, "hey, are you here on earth or what?"

"Yeah," said Clark, actually not sure himself, "yeah. I'm sorry…I just…never expected to ever see you again."

"Well, I wasn't having much luck talking to you at school, so I had a little help tracking you down.

Clark turned and saw Wally standing nearby, grinning.

"Hey C.K.," said Wally, "Layla was looking for you, so I figured I'd just bring her here."

"How did you know I lived here?"

"Dude, I ride the bus with you, remember? Besides, the big sign out front saying "Kent Farm" is a good clue."

"Sorry," said Clark, feeling totally stupid, "I just…haven't been myself lately."

"I guess not," Layla smiled, "you've been totally avoiding all of us at school the past week and a half, and I thought Warren was the brooding champion. You didn't even come to the big celebration at school."

Layla was talking about the ceremony where she and the others who had been in on the rescue of the super babies from Royal Pain and her evil associates were honored. Along with her were the sidekicks Zach, Ethan and Magenta and the ones who had fought off the villains; Warren, Zach, Alicia, Wally and, though he could not attend, Will. Even Lash had been given an award, though he had been in on the original attack he had seen the error of his ways as had Speed and Penny. All three were on probation, having to do community service under the watchful eye of Coach Boomer.

"I was there," said Clark, still unable to look her in the eyes, "I couldn't miss seeing all of you get the honors you deserved. I just stayed in the back of the crowd."

"I wish you had been up front," said Layla with a hurt look in her eyes, " I wish you had…"

"Uh, not to be rude," said Wally, "but it looks like you two want to be alone. If it's okay with you…"

"Yeah, you go on," smiled Layla, "Clark will take me home later."

With that Wally waved then vanished in a blur.

"Now," said Layla, "like I was saying, I wish you had been up there…I…wanted to see you so much."

"I…I couldn't," said Clark, "I don't deserve to be with you…not after what I did."

"All you did was ask me to homecoming," said Layla, still unable to understand why Clark was acting this way, "and you didn't stay for my answer."

"I…I knew you would say no. You would have been totally right in doing that…even though it would have broken my heart."

Layla took Clark's face in her hands, gently forcing him to finally look into her eyes. They were so deep green…as green as the fields and woods of Smallville in late spring.

"Yes."

Did she just say…? It took a moment for it to register in Clark's brain that this was reality, not some dream to torture him in his self-imposed solitude.

"I'd love to go to homecoming with you," she added with a smile that was as bright as the sun in his eyes.

"But you and Will…"

"Will and I had a long talk while he was in the hospital. I realized something during all of this, especially after I spent time with you and you asked me out. I really wasn't in love with Will…I was in love with BEING in love with him. I've had a crush on him for years, but then I realized that we were friends…best friends. He agreed that was all we were, and that was good enough for both of us."

"Then you…"

"Warren was right," she said with a mischievous pixie grin, "you ARE slow on the uptake."

With that Layla stood on her tiptoes and kissed Clark on the lips, sending a shock through his body that made his eyes go wide. It was a deep, long kiss like none he had ever experienced before, even with Lana. It was as if Layla was acting as a conduit for the very earth itself, reaching into Clark and touching his soul.

When they stopped they were both out of breath; apparently the kiss had the same effect on Layla as well, for she looked as stunned as Clark felt, and he had to reach out and steady her to keep her from falling.

"Wow," she whispered, "you ARE a super boy."

Clark felt his heart soaring. He had to release the joy that was filling him to bursting, and with a wild yell he leaped high into the air, as far up as his mighty legs would take him. At the top of the arc he looked down to see his home and the fall countryside below. He wished he could share this view with Layla, so she could also enjoy the simple beauty of the earth from this point. He wished…

It was then he realized he wasn't coming back down. He was still high in the sky, the wind brushing his bare chest and arms as it mussed his hair. He was floating in mid-air. How was he going to get down? What was…?

Then he began to move. It was like when he first learned to swim, only he was doing it in the sky. He began slowly at first to move about as he willed it, changing direction and levels until finally it sank in.

He was flying. Actually flying.

He soared high for several minutes, then swooped down back to the Kent farm and landed gracefully in front of a startled Layla, whose hands were over her mouth.

It was then that Clark noticed that for several yards around Layla every plant was sprouting and growing. The grass had turned deep green and was several inches deep, the nearby trees were suddenly putting on new leaves, and even the gunnysacks of potatoes were tearing open as shoots from the potatoes were popping out, seeking soil to plant themselves in and grow.

"That was some kiss," Clark grinned, "I think we better wait a minute before we try again."

"Well I should hope so," said Martha, standing with her arms folded and with a fake scowl on her face.

Both teens jumped and looked totally embarrassed. Clark realized he still had his shirt off and scrambled to get it while Layla tried to compose herself.

"Uh, Mom," said Clark as he fumbled with his shirt, "this is Layla from school. She came to see me and…well…"

"Oh, YOU'RE the one who saved everyone from Royal Pain," smiled Martha as she took Layla's hand, "Clark babbled about that for days. Even though he praised you to the heavens he didn't mention QUITE how cute you are. He only kept saying "beautiful" and "goddess"."

Clark bowed his head, desperately searching for something to look at as his cheeks turned red with embarrassment. Leave it to his mom to make him feel like a complete goofball in front of the girl he…yes, the girl he loved.

"Thank you, Mrs. Kent," said Layla, who was also blushing from the compliments, "you've got a beautiful farm here…and quite the son as well."

"I thought something was up when I heard Clark yell and saw him take off like a rocket," said Martha, "I hope no one else saw or heard him though."

"Nobody was around Mom," said Clark, whose view while up there had confirmed that there hadn't been anyone for miles to see him.

"Well that's good to know," smiled Martha, "now how about you two come on in. I was coming out to tell Clark that it's nearly lunchtime, and you're welcome to join us Layla."

"I'd love to Mrs. Kent," said Layla, "though I have to tell you I'm a strict vegetarian, if that's alright."

"That's fine," said Martha, "we've got plenty to eat here…it wouldn't be much of a farm if we didn't."

As they approached the house Jonathan came out, a big smile on his face.

"You'll never guess who just called…" he started, and then he saw Layla. He stopped in his tracks, and a strange, almost stunned look came over him.

"Dad," said Clark,seemingly oblivious to Jonathan's reaction, "this is Layla…I told you about her."

Jonathan quickly came out of his surprised state as he smiled at Layla and took her hand in his.

"So this is the heroine of Sky High," he said, "Clark told us…"

"I ALREADY told her about what Clark said," said Martha, letting her husband know she had beaten him to the fun of embarrassing their son, "it seems she's come to accept Clark's offer to be her date at homecoming."

"That IS good news," said Jonathan, "especially since I just found out what your mother and I are doing that night."

"What's that?" asked Clark.

"I just got off the phone to Principal Powers," said Jonathan, "she wanted to know if we would chaperone homecoming, and I said yes."

Clark was stunned again. This was turning out to be quite the day after all. He was with Layla for homecoming, he had learned to fly, and now his parents and all his friends at school would meet each other. He doubted he would sleep from that moment until after homecoming, if then.

"Come on Layla," said Martha, "you can help me fix lunch and I'll tell you everything you need to know to handle Clark."

The two women exchanged a conspiratorial grin as they went into the kitchen, but Clark wasn't worried; Layla knew how to handle him very well already. But there was something else he was wondering about.

"Dad," asked Clark, "you had this weird look on your face when you first saw Layla. Why?"

"Well son," said Jonathan as he looked in the direction of the kitchen, "that's because she looks exactly like another certain beautiful girl did when I first met her, and we've both known her for years."

"Who's that?"

"Your mother."

* * *

Unknown to anyone, far away from the house, something was happening. Down in the root cellar was hidden the alien ship that had brought Clark to earth as a baby. For years the ship had remained quiet and untouched ever since Jonathan had put it there. 

But that changed the moment that Clark and Layla had kissed.

The instant it had happened and the strange energy rush passed through the two teens, the ship suddenly activated like an animal jolted from hibernation. It glowed brighter and brighter, then suddenly began to change its very shape, becoming a glowing sphere that floated in the air. Strange, arcane alien symbols flashed across its surface as it began to process all the data and information that it had silently been gathering for years in preparation for this moment.

"Contact has been established," came a strange voice from the sphere, "the time of destiny is approaching."

It was the exact same voice that had awakened Clark's mind from his pacifier induced baby trance and enabled him to help stop Royal Pain's plan.

It was the voice of Jor-El.

To be continued

**Next:**

**Clark and Layla are going to Homecoming! Yayyy! But when they get there, there may be a few surprises they never expected!**


	12. Chapter 12

**We're Not In Kansas Anymore**

**Chapter 12**

**"Dancing in the Sky"**

Homecoming.

It is an almost magical word amongst teenagers. Along with "prom", it ranked as one of the defining moments in a young life. At homecoming dreams can come true or be dashed forever. At homecoming the possibilities are endless.

That was how it felt for Clark. He had ridden in the special transport that had come to take his parents, who were one of the chaperone couples, to their destination of Sky High. Both Jonathan and Martha couldn't help but be awestruck as they flew through the night sky, arriving at the legendary though secret school for super heroes that their son attended. Once there, Principal Powers, who was in a beautiful black and silver dress, had greeted the Kents. She showed them in as Clark flew off to get his date.

Layla met Clark at the door of her house, looking like a dream come true in a green dress and her red hair hanging loose to her shoulders. Though he was dressed in a tux, Clark still felt like a lump of mud compared to his beautiful date. He had to be extra careful as he pinned the corsage he had gotten her onto her dress; as clumsy and nervous as he felt, combined with his super strength he was terrified he would tear her dress or crush the flower. Both miraculously survived. He then gently lifted her, and together they flew up through the clouds towards Sky High.

In the light of the full moon Layla looked over at Clark and marveled at what was happening. He was so handsome and powerful, yet so gentle and kind as well. He never had a bad word to say about anyone, and he had made friends with everyone he met, even the once feared but now popular Warren Peace. She wondered if there was anything he couldn't do.

They gently landed on the lawn outside the school, and both of them remained motionless for several minutes, neither one wanting to let go of each other. Finally Clark reluctantly put Layla down, where tiny flowers instantly appeared as her feet touched the ground. She blushed at that, but he only smiled as they entered the gym, which had been transformed into a wonderland of soft multi-colored lights and gentle fog rolling across the floor. Everywhere there were kids they knew, and they spotted Zach and Magenta thanks to Zach's neon glow in the gentle darkness.

"Hey guys," grinned Zach. Clark had to squint his eyes at the sight of the bright yellow tux Zach was wearing, and wondered if the light was actually coming off him or his wardrobe. Magenta looked lovely in a simple black dress highlighted with small amethyst earrings and matching necklace. Though she was trying to look totally disinterested by the dance, Clark knew she was as excited to be there as everyone else.

"You look beautiful," Clark said to Magenta, actually drawing a slight blush to her cheeks. The two had forged a close friendship since she had helped Clark when he was in his baby form, and they liked to tease each other relentlessly. But this time he meant what he said.

"Thanks," she said, "we met your parents a few minutes ago. How a nice couple like that produced a moron like you I'll never know."

"Just lucky I guess, fuzzball," answered Clark.

Suddenly a wave of talking and whispering went through the collective student body as they turned nearly as one and looked at who had just entered.

It was impossible. It couldn't be. But it was.

Clark had no idea what was going on, and he and Layla gently pushed through the crowd to get a better look. Even their eyes widened with surprise.

It was Warren. He had actually come to the dance. Even though he had been one of the heroes of the school, he had stayed his usual "brooding loner" self, which seemed fine with everyone as it was a great tradition amongst certain heroes. But the fact he was here now was amazing, not to mention he was in a black tuxedo that fit him perfectly, though the tie seemed a little loose.

But his date…wow. That was who EVERYONE was really whispering about.

They had never seen her before, as every male in the place would have remembered her. She looked tiny compared to Warren, but not the least bit less beautiful because of it. Her dark hair was up off her shoulders, and she wore a gorgeous off the shoulder white dress that highlighted her dark skin and seemed to catch the light and hold it so that she glowed nearly as bright as Zach…or maybe it just looked that way to the bedazzled throng. Her almond-shaped eyes seemed to sparkle as did her smile, and she held onto Warren's arm like it was the most natural thing in the world.

Who was she…a transfer student from Sky High West? A new young heroine only Warren knew? An angel come to earth? All these theories and more raced through the student body as Warren and his date made their way into the gym.

At least Clark, though as stunned as everyone else, knew who Warren's date was.

She was Lana.

Clark didn't know what to think. He was glad Warren had come to the dance, but with Lana as his date was something unexpected. Of course Clark realized that in his self-exile he had not been in contact with either one of them, so they would have told him what they were doing. He couldn't really feel jealous either, considering he was there with Layla. He was both surprised and happy for his two friends.

Before he could move, Lana spotted him and smiled as she led Warren over to him. Both of the guys just nodded at each other, but Clark had to introduce Lana to Layla and vice versa. To say it was awkward was putting it mildly.

"Layla, this is Lana. She's…"

"I'm a friend of Clark's back in Smallville," Lana saved the day with a smile, "we've been friends all through school until he came here."

"But we're still friends," said Clark, actually hoping they still were.

"Of course we are," said Lana, almost laughing, "you'll find Clark can be a little…weird sometimes."

"He likes to brood, I noticed," said Layla,

"Him and Warren both," said Lana, "I think it's a boy thing."

Both girls giggled at that while Warren looked bored and Clark wondered if they were communicating more information to each other in the strange language of girls.

The two girls started talking all right, leaving Clark and Warren to look at each other and shrug their shoulders as they went to get some punch for their dates.

"You're cool with this?" asked Warren.

"What, you dating Lana? Why wouldn't I be?"

"Well, she is your girl…"

"Lana and I have had a…relationship since we were kids," said Clark, his mind drifting back to all the times they had drifted apart and then back together…of when he let his secret get between them like a wedge, "but we aren't married. There were times…like now…when we weren't even dating. I don't have any right to interfere if she wants to go out with you…besides, I know she's in good hands."

"Thanks," said Warren, giving a half-smile, "she's really terrific. She's not just beautiful, she's…I don't know how to put it."

"I know what you mean," said Clark, "she's always been that way. It's almost magical."

"Are you sure she doesn't have any powers?

"Only to capture your heart so that you never want it back," smiled Clark.

"That's deep, dude," said Warren, "but there's no other way to say it. Did you ever…you know…tell her how you really felt?"

"There have been times I wished I could…but I never did."

"Words of love left unspoken are the quickest route to a heavy heart," said Warren with a far away look in his eyes.

"Now THAT'S deep," said Clark, "where did you hear that?"

"My dad told me that a long time ago. I guess he was speaking from experience."

"Now what are you two talking about," said Layla as she and Lana rejoined their dates, "who's going to win in the big game tomorrow between the Metropolis Sharks and the Maxville Atoms?"

"Uh…yeah," said Clark, both he and Warren embarrassed that they had almost been caught talking like a couple of girls by their dates, "that's all…football, cars, guy stuff."

"Mmm-hmm," said Lana as she and Layla exchanged quick glances. "so how's the punch?"

"Not bad," said Warren as he handed Lana a cup, "though I can think of something that tastes a lot better."

"What's that?"

Warren then bent forward and gently kissed Lana on the lips, drawing surprised looks from a few others, including Clark. He had never have been that bold with Lana since…well, ever.

"Yeah," said Warren as he stepped back with a slight smile, "that's a LOT better."

Lana blushed, but she was grinning from ear to ear.

"Not bad on this end, either," she said. She then took Warren by the arm and gently coaxed him out to the dance floor, where he at first acted like he really didn't want to dance, then rolled his eyes in an exaggerated way and "gave in". The two snuggled close and began dancing very slowly in a circle.

"I think they've got the right idea," said Layla, drawing Clark's attention back to her, "after all this IS a dance."

"Yeah, sorry," said Clark, "it's just…strange seeing them together like that."

"You don't approve?"

"Oh yeah," said Clark, "I do. I've known Lana since forever and Warren's a great guy. I trust him with her totally. It's just…"

"Weird seeing your old girlfriend and your best friend together?"

"That's it," said Clark, "See? I'd have spent all night trying to put it together, and you did it in two seconds. It's clear who's the brains in this relationship."

"Relationship?" said Layla with a raised eyebrow, "Is that what this is? A little sudden, don't you think…it's only our first date."

"Oh," said Clark, flustered, "I'm sorry, I didn't mean to…"

"Clark," giggled Layla, "I was just joking. You really need to learn to lighten up more."

Clark relaxed with a sigh. He had loosened up a lot being around other super powered teens, but there were times he still felt a little tightly wound. Maybe with a little more time and hopefully a now super villain free semester to finish, he would get over his self-consciousness. But since he was a teenager, that wasn't likely to happen very soon

Clark and Layla began to dance slowly, seeming to fit perfectly with each other. Though he was nervous Clark concentrated on what he was doing, so in no time he and Layla were dancing as if they had been doing it for years. The soft lights and slow music made the atmosphere perfect, and it felt like there was no one else in the entire world despite their being in the crowded gymnasium. All the battles, stress and trouble they had gone through the past few weeks melted away as they held each other. They were so lost in each other that neither noticed that they were floating several feet off the floor to the amusement of the other couples.

"He sure can sweep a girl off her feet," grinned Jonathan as he stood with one arm around his wife.

"He gets it from his dad," smiled Martha as she turned to her husband, and without another word the two of them started dancing as well.

* * *

Off in one of the dark corners of the gym, one particular pair of blue eyes was watching Clark as he and Layla danced through the air. 

"This ritual is meaningless," whispered a voice in the mind of the watcher, "the contact has been established and the work to begin."

"If there is one thing you should have learned by now, it's patience," the watcher replied mentally, "everything will go as you have planned…but it is the WAY it happens that is important. Trust me…I know teenagers."

"He will do as he is told…it is his destiny."

"Spoken as one who balked from those same words when you were his age…and I should remember, I was there. Now if you are not going to enjoy your son's time of happiness, I suggest you end this contact. I want to have a little fun before the work begins."

There was no reply from the voice, and the watcher smiled. Jor-El never could stand losing an argument, even when he was alive. Still, his presence could be felt, so he had some reason to continue to watch what was going on. As long as he kept his big mental mouth shut things would be fine the rest of the night.

"There you are," said Coach Boomer, dressed in a nice suit but still wearing his always-present baseball cap as he approached the watcher, "I put the latest progress report on the "Triple Threat" on your desk. Personally I'd have tossed the little punks in the clink, but it was your call."

"I think Speed, Lash and Penny have potential to straighten up, but time will tell. Until then, how about a little turn on the dance floor?"

"Well," grinned Boomer, "you're the boss."

With that Coach Boomer and the watcher began to dance, but she was always careful to keep an eye on Clark. After all, she had been doing so for years despite having total confidence in the Kents that they would raise him the right way.

It was the least Principal Powers could do for her departed sister's only son.

To be continued

**Next:**

**Alfred returns to the Kent farm with news about Lionel Luthor, but how does it involve BARON BATTLE? And why is a certain blind lawyer with him concerning the final fate of Royal Pain? Plus, a chance encounter between a Sky High student and a Smallville cutie could make things VERY interesting for both of them.**


	13. Chapter 13

**We're Not In Kansas Anymore**

**Epilogue 1**

"**Strange Little Visitor"**

Clark was surprised when he came home from school and saw the familiar car used by Alfred when he came to visit the Kents. He had just talked to Bruce Wayne a couple of weeks ago and everything had seemed all right, so why was Alfred here now?

Clark entered and was greeted by his parents and Alfred, who were sitting at the kitchen table looking at some papers. With them was a man Clark had not met before; he was a rather athletic looking man with red hair and wearing dark glasses. It took Clark a moment to realize that the man was blind.

"Hello Clark," smiled Alfred as he stood up and shook Clark's hand. "Allow me to introduce Matt Murdock, he's an attorney retained by Mr. Wayne for a special purpose. He's…shall we say…"in the know" about the super hero community."

Clark was surprised at how quickly Matt stood up and took Clark's hand to shake it like he wasn't the least bit inhibited by his disability.

"Great to meet you Clark," said Matt with a lazy smile, "I understand you're the main reason I'm here today."

"Is something wrong?" asked Clark, "Did I do something that got us in trouble somehow?"

"No honey," smiled Martha, "as a matter of fact, this is going to prevent a lot of trouble from happening again."

Clark was totally confused, and then he felt something bump his leg. He looked down to see that an adorable toddler dressed in a pink jumper had moved her walker up to him and accidentally bumped into him. The baby looked up with a grin and reached up to him.

Without hesitation Clark reached down and scooped up the baby, smiling back until he realized he had seen this baby once before. He recognized the hair and eye color, and the particular dimples as she smiled. She was Sue Tenny.

"Don't worry," said Alfred, "we've already done a thorough examination of her. An old friend of Mr. Wayne's, a Professor Charles Xavier, has done a full mental scan of her. It seems the second exposure to the pacifier totally wiped away any and all memories and traces of her personality that she may have retained the first time. The person you are holding is exactly who she appears to be…a healthy one year old baby girl with the potential to develop super powers in the future."

"That's great," said Clark as he tickled the giggling infant, "but why is she here?"

"As her defense lawyer, Mr. Murdock was able to convince the court that she was a totally new individual who could not be charged with the crimes of her…previous lives. Mr. Wayne felt that…the baby…needed to be raised in a proper home, one where she could turn out much better than the last time. And, since your parents have proven what a wonderful job they've done raising a super powered being…"

"Say hello to your new baby sister," smiled Jonathan, "we were hoping to finish getting the adoption papers signed before you got home and surprise you."

"I'm still surprised," grinned Clark, his mind whirling with what was happening. What a wonderful opportunity this was…he would have a new sibling while the former Royal Pain would be raised in a loving family far from all the negative influences and bad situations that had turned her into a super villain.

"That's why I'm here," said Matt, "though family law isn't exactly my forte, I know enough to make sure things go smoothly and, like Alfred said, I'm "on the inside" when it comes to super heroes."

"And with Mr. Wayne's backing, there won't be any shady strings attached as there were with Lionel Luthor helping with Clark's adoption," said Alfred, "speaking of whom, it may interest everyone in knowing that he will not be getting out of his little room in the federal prison for quite some time."

Alfred then paused a moment before he continued. "It turns out that our young friend Warren's father has come forward with some evidence of his own dealings with Mr. Luthor. But there has been something that Baron Battle has asked for in return for his testimony."

"What's that?"

"He wants to meet with you, Clark."

"Warren's dad wants to meet with me? What for?"

"He hasn't said," answered Matt, "but don't worry. The entire situation will be under close monitoring, and he'll be in a power neutralizing environment."

"I'm sorry," said Jonathan, "but while I'd love nothing more than to see another nail get driven into Lionel's coffin I can't risk my son being within arm's reach of someone like Baron Battle. I know he's Warren's father and Warren's proven he's a good kid, but that whole incident with California makes me say no to this."

"Dad," said Clark, "let me talk to Warren first, maybe he knows why his dad wants to see me. I'll ask him at school tomorrow, then we can talk about it when I get home."

"I don't think there's anything to talk about," said Jonathan, "but we'll wait and see. Besides, I think we've got more pressing concerns right now."

"What do you…" was as far as Clark got before he felt strange warmth on his stomach and looked down to see that the baby's diaper had leaked and she was grinning at him as she left a nice big wet spot on his shirt.

"Well, obviously someone doesn't know how to put a diaper on a baby," chided Martha as she took the baby from Clark, "that's something you two will get down right away."

Clark could only continue grinning. It was going to be quite a change having a baby sister around, but he was going to enjoy every minute of it. Then a thought occurred to him.

"What's her name? I mean we can't just call her…"

"Oh," said Martha, "I totally forgot. Clark, meet your little sister…Kara."

"Kara Kent," said Clark as he looked into his new little sister's eyes, seeing only the joy and love all infants have, "I like that."

To be Continued


	14. Chapter 14

**We're Not In Kansas Anymore**

**Epilogue 2**

"**Chance Encounter"**

Chloe Sullivan was in a hurry.

This was not unusual to anyone who knew her, as Chloe seemed to always be on the go, looking for the next big story of her burgeoning journalism career. For the time being that meant coming up with stories for the Torch, the school newspaper of Smallville High, but she knew it was only a matter of time before she would get her shot at a major paper.

Right now she was about to get an interview with Lex Luthor in his new office at Luthorcorp headquarters in Maxville. Ever since his father Lionel had been arrested in a major scandal involving trafficking in babies with several other notorious underworld figures, Lex had been placed in charge of the company by the board of directors and given carte blanche to do whatever was needed to clean things up.

Chloe had known Lex for years back in Smallville, and frankly she had always had her suspicions about him as well as his father. That Lex had proven instrumental in Lionel's capture and had in fact first alerted the authorities, including Maxville's greatest heroes the Commander and Jetstream, were signs that maybe Lex was trying to show he wasn't such a bad guy after all. The fact he had personally invited Chloe for an exclusive for her paper meant that maybe he didn't consider Smallville so small anymore.

Another thing not unusual about Chloe, to anyone who knew her, was that she could get easily fixated on something to the point that she would sometimes miss things going on around her. This was exactly what was happening as she was getting out her cell phone to call her dad and let him know she was about to meet with Lex while she was crossing a very busy street. While the crosswalk sign indeed read "walk", at that moment a cab was coming and the driver was distracted and had just noticed the red light as he slammed on his brakes…but not in time.

"MISS…LOOK OUT!"

Chloe, startled as she heard the screeching brakes and a strange thump, spun around to see that the cab was resting mere inches away from her. Between her and the cab stood a boy about her age with reddish brown hair and dressed in a red and white shirt and blue jeans. It looked like the boy was leaning back against the front of the cab, though he had a nervous look on his face, which was almost nose-to-nose with Chloe's.

"Are you okay?" he asked.

"Uh…yeah," said Chloe, realizing how close she had come to getting hurt, "I…I'm okay."

"Come on," said the boy, gently taking Chloe by the hand, "let's get out of the street."

Chloe and her new friend made it over to the plaza of the Luthorcorp building. She didn't notice that all the while he kept glancing back to make sure she also didn't look back to see that the front of the cab was now smashed in exactly where he had been standing and the noise of the city covered the sounds of the startled driver yelling and the steaming of the smashed radiator as the other cars tried going around him as he blocked traffic.

Once at the plaza both of them were able to catch their breath, and Chloe got a good look at him. He was only a little taller than she was and maybe the same age. He also had the strangest green eyes she had ever seen before, though there was something about the shade that seemed eerily familiar somehow.

"Are you sure you're okay?" he asked again with total sincerity. There was something about the way he held himself and had such an earnest look on his face that reminded her so much of her friend Clark, though he was a lot shorter.

"Yeah," Chloe smiled back, relaxing now, "thanks for the concern."

"It was the least I could do," the boy said back with a lopsided grin that Chloe found adorable, "can't let people get hurt…especially a cute girl like you."

Chloe, though flattered, had to keep from laughing. This seemed like a nice guy, but he was about as subtle as Lionel Luthor trying to sing in a church choir. She noticed how his eyes kept looking around like he was too shy to look at her directly. Who was this…Clark's long lost brother?

"Well, at least let me introduce myself," said Chloe, who then realized that she was STILL holding hands with the boy, though strangely enough she found she didn't want to let go, "my name's Chloe Sullivan."

"I'm Will," said the boy, who also noticed the held hands and let hers go as if he had offended her somehow, "…sorry. I mean…I'm Will Stronghold."

"Stronghold?" asked Chloe, "as in "Stronghold's Superior Real Estate"? I see their signs all over town."

"Yeah," said Will in his bashful way that was really winning Chloe over by the second, "my parents are Steve and Josie Stronghold."

"Steve Stronghold," said Chloe, her journalistic mind racing over her history, "he used to be a reporter with the Maxville Daily Star…retired right after he exposed Luthorcorp was illegally dumping toxic waste and was nearly killed by the Scorpion before the Commander got involved. Old Lionel slipped off the hook that time too."

"Uh…yeah," said Will, not knowing what to make of someone "outside the business" knowing so much about his dad's history in great detail.

"Sorry," said Chloe with a smile that sent a shiver up Will's spine, "I run the school newspaper back where I come from…I guess you could say journalism is my obsession, and I really liked reading your dad's articles. As a matter of fact that's why I'm here in Maxville…I'm interviewing Lex Luthor on what's going on in the company now that he's in charge and how it will affect things back in my hometown."

"Where's that?" asked Will.

"Smallville," said Chloe, "you've probably never heard of it."

Will almost let slip that he'd heard of Smallville and that his friend Clark was from there, but then he remembered he was talking to a "citizen", someone outside the super community who may not even know Clark, much less about his powers. It was best to keep his mouth shut about such things until he learned otherwise.

"I'm here to see Mr. Luthor too," said Will, "my folks drew these papers up for him about some real estate deal he's doing in Smallville. I just thought I'd fly over…I mean COME over and deliver them myself."

Chloe was puzzled for a moment about why Will had seen fit to correct himself about such a silly thing. If this guy was a few inches taller and had black hair, she'd almost swear he was Clark.

"Well," she said, "let's go in and see him then."

Will gave her that grin again, and the two of them entered the great complex and were met by Otis, who despite wearing a nice suit still wore the straw hat he had never been seen without.

"Hello Miss Sullivan," said Otis, surprising her, as he had never addressed her so formally before, "Mr. Loothor is expectin' you. An' I see Mr. Stronghold is here too. If you like you can both come with me an' Mr. Loothor will see you both."

The two followed Otis to a private elevator, and as they walked the two kept stealing glances at each other until Will finally worked up the courage to speak.

"Uh…when you're done would you…do you have any plans for lunch?"

"No," said Chloe, "but I may be a while interviewing Lex. If you don't mind waiting…"

"That would be great," said Will, "I'll wait as long as you need me to."

With that they boarded the elevator and headed up to the offices above. All the while though, they found they were too busy concentrating more on each other than anything else.

To be Continued


	15. Chapter 15

**We're Not In Kansas Anymore**

**Epilogue 3**

"**Begin Again"**

Warren didn't know what to think. The last time he had been summoned by this person the meeting had ended in mutual animosity and, as far as Warren was concerned, nothing had changed.

Sure, Lex had helped in the rescue of the Sky High babies, including himself, from Royal Pain then stopped her from killing herself, but that still didn't settle things between him and Warren. In the aftermath Warren had stayed away from Lex as well as the Commander. Neither of them were men he wanted anything to do with.

This time though Lex had sent Warren a cordial invitation along with a ride in his private limousine to the Luthorcorp offices in Maxville. Though Warren was as wary as before, he was willing to give Lex a chance if only for his friend Clark's sake.

The limo pulled up to the imposing building, and Warren got out to be escorted by a smiling young lady in a uniform to a private elevator that led to the sixtieth floor, which held the private office of the company's new owner and ceo.

Warren left the elevator to find himself surrounded by polished chrome and glass, looking out over the city. The view was spectacular, second only to that from Sky High itself.

Warren didn't have but a moment to take it in before his host joined him as Lex appeared, wearing a simple dress shirt and slacks.

"I'm so glad you came," Lex said with an actual smile on his face, "though I'd totally understand if you hadn't."

"I figured Clark deserved a chance to have us at least be civil to each other," said Warren, who cautiously took Lex's outstretched hand and shook it.

"I'm hoping for more than that. First, I'd like you to have this," Lex pulled out a large sealed envelope and gave it to Warren, "I think you'll find it more pleasant than the contents of the last package I handed to you. Go on, open it."

Warren opened the envelope, took out the papers and glanced over them. He couldn't believe his eyes. It was the deed for a house in Smallville with his mother's name on it.

"That's a nice house there in town," said Lex, "it needs a little work, but I figured you and your mother could fix it up in no time. Along with that I'd like to offer you a job at the Talon, which I own by the way. I already spoke to Lana and she had nothing but good things to say about how you helped her during the Fall Festival. That way all you have to do is just keep going to school and maybe get a fresh start for both you and your mother."

Warren wondered if Lex also knew that he and Lana had been seeing each other as much as possible what with the distance between Smallville and Maxville, including the night of the Sky High homecoming.

"Dude," said Warren, stunned by this, "there's no way I can accept this."

"The only thing to accept is my gratitude," smiled Lex, "believe me, it's the least I can do after what you did for me."

"What I did?"

"You grabbed me and shook me awake Warren. You were the first person to actually take me by the back of the neck and force me to look at myself in the mirror and see what I was becoming. I know that as a Luthor I have a dark streak in me, and you were the one that pointed it out to me in no uncertain terms that I was letting it overtake me.

"That's why I wanted to do this for you. You gave me a chance to start over, and I intend to carry on by cleaning out all the corruption and conspiracy in this company that my father had going on. I thought maybe you and your mother would like to start over in a town that could certainly use it's own super heroes to deal with the meteor freaks, because we all know it's only a matter of time before one gets powerful enough to go on a classic rampage. And I'm sure that there are criminals still hiding under my company waiting to get flushed out. To put it bluntly we need you both."

"My mom already has a job. She just couldn't up and move."

"Actually I also have a job offer for her as well. I know she works hard as a nurse here in Maxville, and is actually only a few credits short of being a doctor of generalized medicine."

"She gave up college when my dad…when what happened…happened."

"I'd like to pay for her to finish her schooling and, once she finishes her internship, come to work as a physician in Belle Reeve. I think her…unique situation would give her quite the insight to helping the patients there."

"I think she'd like that," said Warren, "she's always been a sucker for hard luck cases. She's put up with me all these years."

"You're very lucky to still have both of your parents Warren. I admit I'm a little jealous of you on that front. You still have your mother, and even with your father you seem to have a good relationship. I wish I could say the same."

"Maybe some time in jail will help with that," said Warren, realizing how harsh it sounded. But still it was the voice of experience.

"There's hope of that," smiled Lex, not insulted in the least, "now how about we go and you introduce me to your mom and I'll take you both to lunch. I think if we work this right you could be settled in your new place before Christmas."

With that the two young men made their way to the elevator, each looking at the other in a new light that could possibly lead to a friendship both were in need of…a friendship built on understanding one another in ways no one else could.

To be Continued


	16. Chapter 16

**We're Not In Kansas Anymore**

**Epilogue 4**

"**Men of Tomorrow"**

This was the last place in the world Clark expected to find himself.

He was sitting in a large, white-walled room on a sterile, concrete block that acted as a seat for visitors to this place. Despite all his powers and all that he had experienced, Clark was genuinely nervous. Actually he was scared.

Across the room there was a clanking noise, and a second door opened to let in a pair of burly guards in white uniforms. Between them…towering over them actually…was the man who had asked for Clark to come here. He moved easily and quietly despite being chained, and took a seat across from Clark on another concrete block. He did not move as his chains were securely fastened to the floor, and one of the guards whispered to Clark.

"Don't worry son, we're watching and listening the whole time. He's never been violent with anyone before…but you're the first non-family member he's ever requested to see. You should be fine."

With that the guards left, and Clark was alone with the huge man. Even though the entire facility they were in generated an energy field that negated super powers, Clark could feel the man's power radiating off of him like heat from a fire. Clark could not help but be in awe as he looked up at the man. He was not only tall, but powerfully built, with muscles that rippled and flexed with every breath he took. His black hair was pulled into a braided ponytail that ran down the length of his back, and his proud Native American features looked chiseled from granite. The man's eyes, however, were bright red, like two live coals. There was no doubt that this man was Warren's infamous father.

"So, you are Clark Kent," said Richard Peace, better known to the world as the super villain Baron Battle, "the young man who has made quite the impact at my old school."

"Yes sir," said Clark, trying not to let his nervousness show, "I mean…I just go to Sky High."

"Modest as well," smiled Warren's father, "certainly not what one would expect from the next Commander."

"I don't want to be the next Commander," said Clark, "I just want to be me. And to help people."

"You are well on the way to that," said Richard, "especially since you went out of your way to befriend my son when all others were afraid of him…or hated him."

"Warren's a good guy," said Clark, "we didn't exactly get along at first…"

"Yes, you two fought twice within a few hours. Quite the way to start a friendship, but I must say that I approve."

"You do?"

"Of course," he said, "it gave you both a chance to show where you stand and to take the measure of each other. Steven…the Commander…and I used to try to outdo each other all the time, but it wasn't until after we graduated that we actually started fighting with each other. Perhaps if we had had a couple of good brawls while still in school things would be different now."

"Why did you want to see me?"

"I wanted to meet you in person, and thank you for being Warren's friend. I know his life hasn't been easy because of my own past and actions, but that is also to be blamed upon the narrow minded and judgmental people of the world. You have a broader vision, and I do not mean because of your x-ray vision."

Clark wasn't sure what to think. He was glad that Warren's father, though a dangerous villain, approved of his being Warren's friend, but there seemed to be a lot about Clark himself that the Baron seemed to know. Had Warren been telling his father about Clark? He didn't mind that, but another thought was crossing his mind; could Baron Battle have someone giving him information about Clark and the other students at Sky High? Had he been in contact with Royal Pain before she had been returned to her infant status? They had been classmates back in the day at Sky High and both had ended up villains who fought with the Commander.

"Yes," smiled Richard, "Warren has been writing and telling me all about you, my boy. He only gets to visit me twice a year along with his mother…my wife…so letters are the only way we can be in contact. Oh, they are looked over and copied by the guards here in case they might hold secret messages or codes sent by any of my old colleagues or minions on the outside, but Warren and my wife have NO contact with those…people. I kept that part of my life completely away from them."

That relieved Clark, and he visibly relaxed, something that Richard noticed and was secretly pleased with.

"I'm also glad that you are friends with William, the Commander's son. Perhaps you can bridge the gap between him and Warren so that they may be friends as well. The old animosities of the fathers should not continue on with the sons…it is a waste of time and energy."

"I hope so," said Clark, "I'd like for all my friends to also be friends with each other. Maybe that makes me naive, but it's something I can hope for. It was all the divisions and cliques in Sky High that made us vulnerable to be attacked by Royal Pain."

"An excellent point," said Richard, "you certainly do have advantages over the Commander already, he NEVER would have thought of that. You shall make an excellent hero someday. I'm glad I won't have to face you."

"Thank you sir," said Clark, still leery of anything Baron Battle had to say, "I'd like to think that, if you were ever to be free again, that you wouldn't go back to your old ways. Warren really loves you, and I'd hate to see him get hurt again."

"As would I," said Richard, "things have changed for me since my…unfortunate choices that put me here. Perhaps some day we can meet again…on the outside."

"I'd like that sir," said Clark, knowing his time was running out, "just as I hope you'll keep your end of the deal you made."

"Of course," said Richard, "I have already written down everything needed to add more dirt to good old Lionel's grave. I'm betting the government will be very interested in it, especially the part of how I knew where those nuclear missiles were being kept."

Clark didn't want to think about that. He just wanted to concentrate on all the positive things he had learned while being here with Baron Battle. He remained seated as the guards came in to unlock the Baron's restraints and lead him back to his cell.

"We will meet again Clark," he said before he left, "and I look forward to that day."

With that Baron Battle quietly left the room, and Clark was finally able to take a full breath. He hadn't realized he had been subconsciously holding his breath out of sheer nerves until then. Of course he could have easily held it for another hour, but still it was not a good sign that the man had such influence over him.

Clark then got up and left the visitation room and, escorted by guards, left the confines of the Vault as quickly as he could. He just wanted to get back home as soon as possible and put this terrible place behind him. He was supposed to meet Layla's parents that evening, and he definitely didn't want to be late for that.

* * *

Back in his cell Richard Peace sat and smiled. Clark had proven to be exactly what he had hoped for; young, naïve and earnest, but also with deep-rooted morals and a good nature that would serve him well. 

While it was true that Warren and his mother were not involved with his minions, Richard Peace was still in contact with them. There were ways to relay information to the outside world, even when one was in a maximum-security prison. While not as infamous as Arkham Asylum or Belle Reeve, the Vault was still just a storage facility for those the people in power considered dangerous, and some of them were and should be locked away. But to send and receive information, all it took was finding the right guard and the way to manipulate them.

Richard Peace turned over and over in his mind the information that had been sent to him concerning the cave with pictographs that had been discovered near the town of Smallville that was so closely guarded by the Kiwatche, the local tribe of Native Americans as a sacred place. Being Native American himself, Richard Peace also believed in keeping such places safe from the devastating hand of outsiders, but what he had been able to decipher from the copies of the cave writings sent to him had been something that shook even him.

They told of a prophecy of a being named Naman, who would come from the sky with great powers and who would eventually rule the world. He believed that Naman had already arrived, and in fact he had just met him.

"Yes, my young friend," Baron Battle whispered to himself, "we SHALL meet under better circumstances one day…and that day is sooner than you think. In fact…"

Four words kept playing across his mind…four words that would change the world.

Baron Battle smiled as he whispered those words.

"…the day is coming."

**The End**

**Notes:**

Thanks to everyone who read and reviewed my little story. I really appreciate all the kind words and encouragement you gave me throughout it all.

I'm going to be working on a few other stories I've had on the back burner for a while, but I may not be able to post as often as I used to (and like to) because of what's going on at home (mostly work and home improvements/yard work). Be patient and I'll try hard to make them worth the wait.

These stories include finishing "Strong & Silent", a new Warren/Layla story (the last follow-up to "Flight") and another tearjerker set after that (don't worry, nobody dies).

I'm also laying the groundwork for three big storylines for this summer; the big Sky High/Sharkboy & Lavagirl team up, a sequel to "Crush" (set up in "Namesakes") and yes, the sequel to "We're Not In Kansas Anymore" (I think we have a good clue to who the main villain will be in that one (LOL)).

Once again, thank you all.


End file.
